Omnitech InfoSolutions Limited Annual Report 2009-10

Staying agile. Surging ahead.Staying agile. Surging ahead.

Financial Highlights 02 Key Management People 22 Standalone Financial Statements 49Agility: The Omnitech Advantage 04 Management Discussion and Analysis 25 Consolidated Financial Statements 75Session with the Managing Director 16 Director’s Report 33 Corporate Information 92Biographical Profile of Directors 20 Report on Corporate Governance 39

Contents

Haliaeetus leucocephalus (literally "sea-eagle white-headed") is commonly called the Bald Eagle, and lives near large water

bodies - lakes and the sea. It has a wingspan of about 96 inches and builds a large nest that weighs about one metric tonne.

It feeds by mainly swooping down on fish, its diving speed is 140 to 160 kmph while its gliding speed is 60-70 kmph. Agile

Indeed ! Considered sacred, its feathers are used in ceremonial head-dresses by native American Indians.

Forward Looking Statement: In the Annual Report, we have disclosed forward-looking information to enable investors to comprehend our prospects and take investment decisions. This report and other statements - written and oral - that we periodically make contain forward-looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expects’, ‘projects’, ‘intends’, plans’, ‘believes’, and words of similar substance in connection with any discussion of future performance.

We cannot guarantee that these forward-looking statements will be realized, although we believe we have been prudent in assumptions.The achievements of results are subject to risks, uncertainties, and even inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated, or projected. Readers should keep this in mind. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Omnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions Limited

Annual Report 2009-10 01

The realm of Information Technology (IT) has been a fast changing landscape, and the pace of change has kept up. With the rapid proliferation of IT across organisations of all kinds and sizes, IT Infrastructure’s significance as a vital life-support system hasgrown manifold.

The rapid advances in IT and its concurrent absorption into everyday work operations has resulted in the IT backbone getting complex and sophisticated. Identifying and partnering a dependable expert ally to manage their sophisticated IT Infrastructure is becoming a mission critical for the corporations today. In order to deliver optimal performance, organisations need to manage their IT Infrastructure reliably, safely, scalably and cost-effectively.

Omnitech has created a niche for itself in the Managed IT Services domain. It has been partnering clients from across the business verticals and geographies. With its diverse suite of knowledge-based IT services and solutions, it has been transiting from the role of a transactional ally and increasingly becoming a strategic IT partner. The role reversal is ensuring the longer-term engagement with customers and thereby increasing revenues.

The key attributes of successful partnerships are expertise in Managed Services space, support across customer geographies, impeccable data security standards, responsiveness to new/additional requirements, and cost advantages. Demonstrating agility in each of them, Omnitech is surging ahead.

Staying agile. Surging ahead.

Omnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions Limited

Annual Report 2009-10 03

• Revenue growth of 26%

• Opened OmniCenter Disaster Recovery Center at Hyderabad and became India’s first company to have multi location Disaster Recovery Centers

• Got certified for 3 certifications – BS 25999 (Business Continuity), ISO 27001 (Data Security), and ISO 20000 (ITIL framework)

• Grew services’ contribution to 76% (from 72%) and expanded EBITDA margins to 33% (from 31%)

• Couldn’t conclude an attempted acquisition (courtesy, strict labor laws ). Completed one Joint Venture in Far East and opened a wholly owned subsidiary in Netherlands to cater to European market.

What We Aimed at for FY 10 What We Achieved in FY 10

Guidance Vs. Performance

• To achieve organic revenue growth of 30%

• To open the third OmniCenter

• To establish BFSI-specific practices globally

What We Are Aiming at in FY 11

• To expand presence to Hyderabad, Bangalore and Delhi NCR

• To complete one International acquisition

• To enter into cloud based services

Key Financial Data

Revenue Mix by Segment Revenue Mix by Industry

System Integration 23%

Revenue Mix by Region

Financial Highlights

Business Availability 61.5% Business Continuity 15 %Other Income 0.5 %

BFSI 51%Manufacturing 20%

Others 3%IT & ITES 19%Services 7%

India 79%Europe 6.5%

Middle East 5%US 5%

Japan 4%Canada 0.5%

Particulars

Total Operating Income (Rs. Lakh) 21650 17143 13156 7764 5409

EBITDA from Operations (Rs. Lakh) 6980 5248 3618 1800 936

Profit before Tax (Rs. Lakh) 5029 4178 3000 1349 641

Profit after Tax (Rs. Lakh) 3939 3310 2557 1218 625

EPS (basic) (Rs.) 29.57 25.19 21.54 13.29 10.13

Cash EPS (basic) (Rs.) 39.72 31.24 22.3 16.01 13.65

EBITDA Margin (%) 32% 31% 27% 23% 17%

Net Profit Margin (%) 18% 19% 19% 16% 12%

Dividend Payout Ratio (%) 15% 12% 12% 10% 10%

Share Capital (Rs. Lakh) 1386 1314 1314 941 605

Reserves & Surplus (Rs. Lakh) 15720 10806 7680 2144 1040

Loan Funds (Rs. Lakh) 4392 3323 1855 954 892

Net Block (Rs. Lakh) 12256 6789 3957 1952 1256

Net Current Assets (Rs. Lakh) 8771 7348 3937 2163 1437

Return on Average Net Worth (%) 26.96% 31.35% 42.35% 51.50% 45.71%

Debt Equity Ratio (x) 0.26 0.27 0.21 0.31 0.54

Interest Coverage Ratio (x) 11.87 12.02 13.2 9.56 7.86

Current Ratio (x) 4.25 4.97 4.47 3.48 4.29

FY10 FY09 FY08 FY07 FY06

FY06 FY07 FY08 FY09 FY10

5409 77

64

1315

6

1714

3

2165

0

Sales (Rs. Lakh)CAGR 41.44%

EPS (basic) (Rs.)

FY06 FY07 FY08 FY09 FY10

10.1

3 13.2

9

21.5

4 25.1

9 29.5

7

CAGR 30.71%EBITDA (Rs. Lakh)

FY06 FY07 FY08 FY09 FY10

936

1800

3618

5248

6980

CAGR 35.27%PAT (Rs. Lakh)

FY06 FY07 FY08 FY09 FY10

625

1218

2557

3310

3939

CAGR 58.46%

• To achieve revenue growth of 15-20%

• To add another Disaster Recovery Center (OmniCenter)

• To achieve 3 certifications (IT service Management ISO 20000, Information Security ISO 27001 and Business Continuity BS 25999)

• To increase services’ contribution to total revenue for enhancing profit margins

• To make one international acquisition

Figures have been rounded off except for EPS, Margins, Ratio and Returns

Omnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions Limited

Annual Report 2009-10 03

• Revenue growth of 26%

• Opened OmniCenter Disaster Recovery Center at Hyderabad and became India’s first company to have multi location Disaster Recovery Centers

• Got certified for 3 certifications – BS 25999 (Business Continuity), ISO 27001 (Data Security), and ISO 20000 (ITIL framework)

• Grew services’ contribution to 76% (from 72%) and expanded EBITDA margins to 33% (from 31%)

• Couldn’t conclude an attempted acquisition (courtesy, strict labor laws ). Completed one Joint Venture in Far East and opened a wholly owned subsidiary in Netherlands to cater to European market.

What We Aimed at for FY 10 What We Achieved in FY 10

Guidance Vs. Performance

• To achieve organic revenue growth of 30%

• To open the third OmniCenter

• To establish BFSI-specific practices globally

What We Are Aiming at in FY 11

• To expand presence to Hyderabad, Bangalore and Delhi NCR

• To complete one International acquisition

• To enter into cloud based services

Key Financial Data

Revenue Mix by Segment Revenue Mix by Industry

System Integration 23%

Revenue Mix by Region

Financial Highlights

Business Availability 61.5% Business Continuity 15 %Other Income 0.5 %

BFSI 51%Manufacturing 20%

Others 3%IT & ITES 19%Services 7%

India 79%Europe 6.5%

Middle East 5%US 5%

Japan 4%Canada 0.5%

Particulars

Total Operating Income (Rs. Lakh) 21650 17143 13156 7764 5409

EBITDA from Operations (Rs. Lakh) 6980 5248 3618 1800 936

Profit before Tax (Rs. Lakh) 5029 4178 3000 1349 641

Profit after Tax (Rs. Lakh) 3939 3310 2557 1218 625

EPS (basic) (Rs.) 29.57 25.19 21.54 13.29 10.13

Cash EPS (basic) (Rs.) 39.72 31.24 22.3 16.01 13.65

EBITDA Margin (%) 32% 31% 27% 23% 17%

Net Profit Margin (%) 18% 19% 19% 16% 12%

Dividend Payout Ratio (%) 15% 12% 12% 10% 10%

Share Capital (Rs. Lakh) 1386 1314 1314 941 605

Reserves & Surplus (Rs. Lakh) 15720 10806 7680 2144 1040

Loan Funds (Rs. Lakh) 4392 3323 1855 954 892

Net Block (Rs. Lakh) 12256 6789 3957 1952 1256

Net Current Assets (Rs. Lakh) 8771 7348 3937 2163 1437

Return on Average Net Worth (%) 26.96% 31.35% 42.35% 51.50% 45.71%

Debt Equity Ratio (x) 0.26 0.27 0.21 0.31 0.54

Interest Coverage Ratio (x) 11.87 12.02 13.2 9.56 7.86

Current Ratio (x) 4.25 4.97 4.47 3.48 4.29

FY10 FY09 FY08 FY07 FY06

FY06 FY07 FY08 FY09 FY10

5409 77

64

1315

6

1714

3

2165

0

Sales (Rs. Lakh)CAGR 41.44%

EPS (basic) (Rs.)

FY06 FY07 FY08 FY09 FY10

10.1

3 13.2

9

21.5

4 25.1

9 29.5

7

CAGR 30.71%EBITDA (Rs. Lakh)

FY06 FY07 FY08 FY09 FY10

936

1800

3618

5248

6980

CAGR 35.27%PAT (Rs. Lakh)

FY06 FY07 FY08 FY09 FY10

625

1218

2557

3310

3939

CAGR 58.46%

• To achieve revenue growth of 15-20%

• To add another Disaster Recovery Center (OmniCenter)

• To achieve 3 certifications (IT service Management ISO 20000, Information Security ISO 27001 and Business Continuity BS 25999)

• To increase services’ contribution to total revenue for enhancing profit margins

• To make one international acquisition

Figures have been rounded off except for EPS, Margins, Ratio and Returns

Omnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions Limited

Annual Report 2009-10 05

Omnitech helps customers in deploying IT to their competitive advantage and lower the cost of operations. It helps clients derive optimum availability and efficiency of their IT Infrastructure, 24x7x365. It also enables them secure seamless availability of their IT backbone in case of any disruptive calamity – natural or otherwise.

Omnitech’s holistic suite of services spread the entire IT life cycle – from consulting to planning to deployment to maintenance to upgrading to recovery and covers the entire IT set up – Computing Environment, Networking, and Application Infrastructure.

BUSINESS AVAILABILITY SERVICES: In the fast paced world of today, key to success for many businesses lay in near absolute uptime. Omnitech helps clients score high on this parameter with a host of Business Availability Services across infrastructure (consulting, managed services, data centre management, enterprise solutions) and applications (consulting, management, development and independent testing) domains.

Staying agile, Omnitech has mastered the art of delivery of Infrastructure Management Services (IMS) from a remote location. Most of its clients are encouraged to migrate to Remote Infrastructure Management (RIMS); which offers lowered cost, enhanced efficiency and pro-active monitoring of systems and servers in a preventive manner. Omnitech’s Network Operation Centre (NOC) enables IT engineers track, analyse and manage the issues remotely in most of the occasions. Its vast spread of onsite support team complements the NOC team.

Omnitech offers application development and management services, which are customised to customer requirements. It leverages its strategic alliance with global technology leaders and collaborates with its customers in developing and deploying custom applications, best suited for their business requirements. Omnitech deploys SDLC framework that defines the activities to be performed at each stage of the development project; and emphasizes the stage-wise verification, validation and testing of the product in parallel with the corresponding phase of development. Independent testing is intrinsic to Omnitech’s application development process.

Omnitech also provides Performance Management and Software Testing Services that tests the functionality and performance of the application and compares results either with accepted performance benchmarks, which may be universal or empirically derived, or benchmarks the performance against third party products in a similar environment.

For enterprise customers looking for a single window, Omnitech provided end-to-end turnkey solutions–from need assessment to planning to implementation and maintenance of the IT Infrastructure and its applications. It also assists clients in project execution with its range of business support services offers.

Omnitech’s WebSphere Competency Center houses skilled consultants with broad architectural knowledge, technical skills and best practice expertise and offers technical services and training for WebSphere Technology.

BUSINESS CONTINUITY SERVICES: The uncompromising continuous functioning of the business is a key challenge facing many sectors in today’s global business environment. Avoiding outages in the face of any incidental disaster is becoming vital to their success. Omnitech’s Business Continuity Services include consulting, risk assessment, business impact analysis, recovery strategy formulation, implementation of a robust recovery plan and program management. The key to successful program management lay in limiting the impact of the disaster on people, processes, data and infrastructure; which can be achieved with a comprehensive plan that secures timely and most productive deployment of people, processes and even non-IT infrastructure like workspace.

Omnitech’s bouquet includes Application and Database fail-over solutions; design and implementation of Disaster Recovery sites; green and resilient datacenter design; server/storage consolidation and virtualisation; and Data Vaulting.

Having launched the first OmniCenter – country’s first third-party work area recovery center in Navi Mumbai in February 2008, Omnitech added another facility-rich OmniCenter at Hyderabad during the current year. It is on course to add more OmniCenters in order to extend the benefit of this pro-active measure to more and more businesses.

Omnitech is poised to launch Cloud based services which offer its customers a complete agility in business computing. It is working on various solutions based on:• Infrastructure as a Services ( IaaS) – Offering elastic infrastructure based on pay for usage• Platform as a Service ( PaaS) – Offering various industry vertical integrated solutions • Software as a Service ( SaaS) – Tools / Applications based on pay for usage• Hosted DR ( Warm / Hot ) – DR site in cloud• Virtual Work Place Area Recovery ( VWAR ) – Business made available anywhere

BUSINESS ENHANCEMENT SERVICES: In their attempt to sail through recessionary headwinds, organisations across the globe have rediscovered the age old wisdom in conservative cost regime. With IT related spends being no exception, ‘Doing more with less’ has become an important Key Performance Indicator (KPI) for CIOs today. Companies are increasingly reviewing what IT Infrastructure they already have, how much of it they are actually using, do they need to buy more and how efficiently are they using it.

While Omnitech has since long been helping its customers derive an enhanced performance from their IT Infrastructure, it sensed a bigger opportunity in this domain with more and more organisations becoming sensitive to performance optimisation. In orderto approach this domain with singleton focus, it did re-organise its suite of performance enhancement services underBusiness Enhancement Services during the fiscal year 2009-10. Its Business Enhancement Services include Remote Infrastructure Management, Managed Printing, Bandwidth Optimisation, Thin Client, Virtualisation and Shared Disaster Recovery.

Agility in Expertise

The nest of Bald Eagle can be as wide as ten feet. They are able to see for one to one and a half miles away.

Long sharp beaks and curved talons help them to hold on to prey.

Omnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions Limited

Annual Report 2009-10 05

Omnitech helps customers in deploying IT to their competitive advantage and lower the cost of operations. It helps clients derive optimum availability and efficiency of their IT Infrastructure, 24x7x365. It also enables them secure seamless availability of their IT backbone in case of any disruptive calamity – natural or otherwise.

Omnitech’s holistic suite of services spread the entire IT life cycle – from consulting to planning to deployment to maintenance to upgrading to recovery and covers the entire IT set up – Computing Environment, Networking, and Application Infrastructure.

BUSINESS AVAILABILITY SERVICES: In the fast paced world of today, key to success for many businesses lay in near absolute uptime. Omnitech helps clients score high on this parameter with a host of Business Availability Services across infrastructure (consulting, managed services, data centre management, enterprise solutions) and applications (consulting, management, development and independent testing) domains.

Staying agile, Omnitech has mastered the art of delivery of Infrastructure Management Services (IMS) from a remote location. Most of its clients are encouraged to migrate to Remote Infrastructure Management (RIMS); which offers lowered cost, enhanced efficiency and pro-active monitoring of systems and servers in a preventive manner. Omnitech’s Network Operation Centre (NOC) enables IT engineers track, analyse and manage the issues remotely in most of the occasions. Its vast spread of onsite support team complements the NOC team.

Omnitech offers application development and management services, which are customised to customer requirements. It leverages its strategic alliance with global technology leaders and collaborates with its customers in developing and deploying custom applications, best suited for their business requirements. Omnitech deploys SDLC framework that defines the activities to be performed at each stage of the development project; and emphasizes the stage-wise verification, validation and testing of the product in parallel with the corresponding phase of development. Independent testing is intrinsic to Omnitech’s application development process.

Omnitech also provides Performance Management and Software Testing Services that tests the functionality and performance of the application and compares results either with accepted performance benchmarks, which may be universal or empirically derived, or benchmarks the performance against third party products in a similar environment.

For enterprise customers looking for a single window, Omnitech provided end-to-end turnkey solutions–from need assessment to planning to implementation and maintenance of the IT Infrastructure and its applications. It also assists clients in project execution with its range of business support services offers.

Omnitech’s WebSphere Competency Center houses skilled consultants with broad architectural knowledge, technical skills and best practice expertise and offers technical services and training for WebSphere Technology.

BUSINESS CONTINUITY SERVICES: The uncompromising continuous functioning of the business is a key challenge facing many sectors in today’s global business environment. Avoiding outages in the face of any incidental disaster is becoming vital to their success. Omnitech’s Business Continuity Services include consulting, risk assessment, business impact analysis, recovery strategy formulation, implementation of a robust recovery plan and program management. The key to successful program management lay in limiting the impact of the disaster on people, processes, data and infrastructure; which can be achieved with a comprehensive plan that secures timely and most productive deployment of people, processes and even non-IT infrastructure like workspace.

Omnitech’s bouquet includes Application and Database fail-over solutions; design and implementation of Disaster Recovery sites; green and resilient datacenter design; server/storage consolidation and virtualisation; and Data Vaulting.

Having launched the first OmniCenter – country’s first third-party work area recovery center in Navi Mumbai in February 2008, Omnitech added another facility-rich OmniCenter at Hyderabad during the current year. It is on course to add more OmniCenters in order to extend the benefit of this pro-active measure to more and more businesses.

Omnitech is poised to launch Cloud based services which offer its customers a complete agility in business computing. It is working on various solutions based on:• Infrastructure as a Services ( IaaS) – Offering elastic infrastructure based on pay for usage• Platform as a Service ( PaaS) – Offering various industry vertical integrated solutions • Software as a Service ( SaaS) – Tools / Applications based on pay for usage• Hosted DR ( Warm / Hot ) – DR site in cloud• Virtual Work Place Area Recovery ( VWAR ) – Business made available anywhere

BUSINESS ENHANCEMENT SERVICES: In their attempt to sail through recessionary headwinds, organisations across the globe have rediscovered the age old wisdom in conservative cost regime. With IT related spends being no exception, ‘Doing more with less’ has become an important Key Performance Indicator (KPI) for CIOs today. Companies are increasingly reviewing what IT Infrastructure they already have, how much of it they are actually using, do they need to buy more and how efficiently are they using it.

While Omnitech has since long been helping its customers derive an enhanced performance from their IT Infrastructure, it sensed a bigger opportunity in this domain with more and more organisations becoming sensitive to performance optimisation. In orderto approach this domain with singleton focus, it did re-organise its suite of performance enhancement services underBusiness Enhancement Services during the fiscal year 2009-10. Its Business Enhancement Services include Remote Infrastructure Management, Managed Printing, Bandwidth Optimisation, Thin Client, Virtualisation and Shared Disaster Recovery.

Agility in Expertise

The nest of Bald Eagle can be as wide as ten feet. They are able to see for one to one and a half miles away.

Long sharp beaks and curved talons help them to hold on to prey.

Omnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions Limited

Head Quarters

Branch Office

Partner Presence

Omnitech's foray into Europe during a recessionary time was a well-judged move. It established a Netherlands to offer quality services that have the India advantage in pricing.

Its presence in the Far East was also established during the current year through a joint venture in Singapore with Attiva Services Pte Ltd named Omnitech Services Pte. Ltd. The focus remains on leveraging BFSI specialisation of Attiva to geographies beyond Far East and expand its global reach.

Customers from across the world partner with Omnitech today, to derive higher productivity, predictability and profitability from their IT Infrastructure and Applications by deploying its range of services in Business Availability, Continuity and Enhancement domains.

In India, the Company made significant progress in shifting customers from IMS to Remote IMS (RIMS) during the year. Most of these contracts were renewed for multiple year terms. RIMS offers measurable benefits for customers as well as the Company. Requiring less manpower, it brings cost advantage to customers. Being non-linear in nature, it does not demand proportionate increase in manpower, while the business is scaled up. RIMS, for these reasons, enhances Company’s margins as well as capability to serve more customers at proportionately lesser investments.

This is a business segment with a considerable growth potential and Omnitech is well-poised to benefit from it. Around a hundred billion US dollars is the NASSCOM estimate of the global market for RIMS, of which 13-15% of the offshored IT infrastructure management is expected to be serviced by India by 2013. The domestic demand for RIMS in India is growing at a CAGR of 30% from about Rs. 550 crore in 2008.

Post its pioneering leadership in Disaster Recovery/Business Continuity Planning, the Company is targeting to be a market leader in this upcoming business domain in the Middle East and Asia and progressing well in this direction.

Omnitech's international presence today covers the USA, Canada, the United Kingdom, Belgium, Netherlands, Bahrain, Japan, Hong Kong and Singapore. In India, its network of branch offices in Bangalore, Pune and Gurgaon is well supported by 1082 support locations across the country.

The order of dependability that Omnitech enjoys needs a true multi-locational agility and it is well networked to live up to this key customer need.

subsidiary in

Agility across Geographies

With its impressive wingspan, the Bald Eagle travels great distances. It may have one or more alternate nests in the

breeding territory.

Annual Report 2009-10 09

Omnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions Limited

Head Quarters

Branch Office

Partner Presence

Omnitech's foray into Europe during a recessionary time was a well-judged move. It established a Netherlands to offer quality services that have the India advantage in pricing.

Its presence in the Far East was also established during the current year through a joint venture in Singapore with Attiva Services Pte Ltd named Omnitech Services Pte. Ltd. The focus remains on leveraging BFSI specialisation of Attiva to geographies beyond Far East and expand its global reach.

Customers from across the world partner with Omnitech today, to derive higher productivity, predictability and profitability from their IT Infrastructure and Applications by deploying its range of services in Business Availability, Continuity and Enhancement domains.

In India, the Company made significant progress in shifting customers from IMS to Remote IMS (RIMS) during the year. Most of these contracts were renewed for multiple year terms. RIMS offers measurable benefits for customers as well as the Company. Requiring less manpower, it brings cost advantage to customers. Being non-linear in nature, it does not demand proportionate increase in manpower, while the business is scaled up. RIMS, for these reasons, enhances Company’s margins as well as capability to serve more customers at proportionately lesser investments.

This is a business segment with a considerable growth potential and Omnitech is well-poised to benefit from it. Around a hundred billion US dollars is the NASSCOM estimate of the global market for RIMS, of which 13-15% of the offshored IT infrastructure management is expected to be serviced by India by 2013. The domestic demand for RIMS in India is growing at a CAGR of 30% from about Rs. 550 crore in 2008.

Post its pioneering leadership in Disaster Recovery/Business Continuity Planning, the Company is targeting to be a market leader in this upcoming business domain in the Middle East and Asia and progressing well in this direction.

Omnitech's international presence today covers the USA, Canada, the United Kingdom, Belgium, Netherlands, Bahrain, Japan, Hong Kong and Singapore. In India, its network of branch offices in Bangalore, Pune and Gurgaon is well supported by 1082 support locations across the country.

The order of dependability that Omnitech enjoys needs a true multi-locational agility and it is well networked to live up to this key customer need.

subsidiary in

Agility across Geographies

With its impressive wingspan, the Bald Eagle travels great distances. It may have one or more alternate nests in the

breeding territory.

Annual Report 2009-10 09

Omnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions Limited

Annual Report 2009-10 09

An eagle can fly with 8 pounds of food. They only live in trees 75 feet or higher.

Microsoft Best Breath Partner Award- 2009-10

Best SME for Corporate Governance 2009 by Business Today

The Channel World Premier 100 Awards-2010 from BCI - UK

'Specialty Continuity Recovery Company of the year 2009 accorded by BCI - UK

Deloitte Technology fast 50 India 2009

Deloitte Technology Fast 500 Asia Pacific 2009

The DQ WEEK TOP Channel Partner-2009

Special award for Managed Services from Kaseya

The realm of IT is characterised by frequent innovations and improvements and the evolution happens at a rapid pace. Serving the varied needs of customers from across the globe with a wide range of infrastructure and application services needs impeccable quality standards. Led by techno-commercial professionals at the top, team Omnitech keeps pace with global best standards and practices on a day-to-day basis.

The focus on adopting best global standards and practices gets reflected in Omnitech’s annual guidance, which alongside the revenue and profitability aims, includes defined targets on capability building and attaining next level of certifications.

Through the eighteen years of fostering client relationships, Omnitech has remained agile to establish the best global credentials through certifications. Besides being certified ISO 9001:2008 for quality management system, it achieved a rare feat of successfully completing the audit for three certifications – ISO 20000, ISO 27001 and BS 25999 – at one go in the current year and is awaiting for the certificates. It became the first mid-sized Company in India to have done so.

To emerge as a single partner who can manage the entire IT set-up for a client requires the creation of immense trust and credibility. More so, when a good number of clients are in sectors such as Banking and Financial Services. Then, there are expectations from international clientele who have their own sets of specifications and parameters. Omnitech’s long-standing relation with the world's leading IT vendors like IBM, Hewlett Packard, Cisco Systems, Microsoft, Oracle etc. adds to its credibility in the marketplace.

Omnitech’s unrelenting focus on enhancement also gets reflected in the recognitions it receives at industry forums. During the fiscal year 2009-10, it went on to add more laurels like ‘India Fast 50 - 2009’ and ‘Asia Fast 500 - 2009’ awarded by Deloitte Technology; ‘Specialist Business Continuity/Recovery Company – 2009’ awarded by BCI, UK and Deloitte, India; and ‘Top Channel Partner’ accorded by DQ Week.

Agility in adopting Standards

Adding Laurels

Omnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions Limited

Annual Report 2009-10 09

An eagle can fly with 8 pounds of food. They only live in trees 75 feet or higher.

Microsoft Best Breath Partner Award- 2009-10

Best SME for Corporate Governance 2009 by Business Today

The Channel World Premier 100 Awards-2010 from BCI - UK

'Specialty Continuity Recovery Company of the year 2009 accorded by BCI - UK

Deloitte Technology fast 50 India 2009

Deloitte Technology Fast 500 Asia Pacific 2009

The DQ WEEK TOP Channel Partner-2009

Special award for Managed Services from Kaseya

The realm of IT is characterised by frequent innovations and improvements and the evolution happens at a rapid pace. Serving the varied needs of customers from across the globe with a wide range of infrastructure and application services needs impeccable quality standards. Led by techno-commercial professionals at the top, team Omnitech keeps pace with global best standards and practices on a day-to-day basis.

The focus on adopting best global standards and practices gets reflected in Omnitech’s annual guidance, which alongside the revenue and profitability aims, includes defined targets on capability building and attaining next level of certifications.

Through the eighteen years of fostering client relationships, Omnitech has remained agile to establish the best global credentials through certifications. Besides being certified ISO 9001:2008 for quality management system, it achieved a rare feat of successfully completing the audit for three certifications – ISO 20000, ISO 27001 and BS 25999 – at one go in the current year and is awaiting for the certificates. It became the first mid-sized Company in India to have done so.

To emerge as a single partner who can manage the entire IT set-up for a client requires the creation of immense trust and credibility. More so, when a good number of clients are in sectors such as Banking and Financial Services. Then, there are expectations from international clientele who have their own sets of specifications and parameters. Omnitech’s long-standing relation with the world's leading IT vendors like IBM, Hewlett Packard, Cisco Systems, Microsoft, Oracle etc. adds to its credibility in the marketplace.

Omnitech’s unrelenting focus on enhancement also gets reflected in the recognitions it receives at industry forums. During the fiscal year 2009-10, it went on to add more laurels like ‘India Fast 50 - 2009’ and ‘Asia Fast 500 - 2009’ awarded by Deloitte Technology; ‘Specialist Business Continuity/Recovery Company – 2009’ awarded by BCI, UK and Deloitte, India; and ‘Top Channel Partner’ accorded by DQ Week.

Agility in adopting Standards

Adding Laurels

Omnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions Limited

Annual Report 2009-10 11

The advantage of deploying a single partner to manage the entire IT Infrastructure and Applications are many. With customers

preference shifting towards a single partner, the supply side will be under pressure. Omnitech, with its steady growth and capability

expansion, endeavors to precisely fill this gap. Its highly adaptive delivery models (BOT/SaaS) enable the customers to focus on their

core business activities.

Omnitech’s clientele includes many market leaders from diverse business segments like Banking, Financial Services and Insurance

(BFSI), Travel and Hospitality, Manufacturing and Pharmaceutical, IT and ITeS and Entertainment.

A competitive situation calls for agility but Omnitech has focused on customer advantage at all times and this makes all the

difference.

Agility in responding with a Customer Advantage

Proactive is how Omnitech approaches its customer responsibilities. Keeping an eye on emerging trends and technologies, it keeps

itself abreast of changing needs of customers. Approaching client’s problems with a ‘why not’ approach, it helps its clients achieve

more from their IT Infrastructure and guides them through the entire IT lifecycle – from need mapping to planning to

implementation to preventive management to instant recovery in case of any outages/disasters.

Omnitech has spearheaded many a pioneering initiatives in Managed IT Infrastructure domain in India. Since launching

Infrastructure Management Services (IMS) in 2001, the Company established its Network Operations Centre (NOC) in 2006 as

stepping stone for Remote Infrastructure Management Services (RIMS). An efficient and cost-effective model, RIMS enabled

Omnitech to serve its customer through remote monitoring. Likewise in 2008, Omnitech went on to launch OmniCenter – India’s

first third party managed disaster recovery center, equipped with vaults, PoC, data center, and technology labs. It unveiled its

second OmniCenter at Hyderabad during the current year.

Bald Eagles catch rabbits and rodents that cause havoc in grain fields. Thus they help people.

Omnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions Limited

Annual Report 2009-10 11

The advantage of deploying a single partner to manage the entire IT Infrastructure and Applications are many. With customers

preference shifting towards a single partner, the supply side will be under pressure. Omnitech, with its steady growth and capability

expansion, endeavors to precisely fill this gap. Its highly adaptive delivery models (BOT/SaaS) enable the customers to focus on their

core business activities.

Omnitech’s clientele includes many market leaders from diverse business segments like Banking, Financial Services and Insurance

(BFSI), Travel and Hospitality, Manufacturing and Pharmaceutical, IT and ITeS and Entertainment.

A competitive situation calls for agility but Omnitech has focused on customer advantage at all times and this makes all the

difference.

Agility in responding with a Customer Advantage

Proactive is how Omnitech approaches its customer responsibilities. Keeping an eye on emerging trends and technologies, it keeps

itself abreast of changing needs of customers. Approaching client’s problems with a ‘why not’ approach, it helps its clients achieve

more from their IT Infrastructure and guides them through the entire IT lifecycle – from need mapping to planning to

implementation to preventive management to instant recovery in case of any outages/disasters.

Omnitech has spearheaded many a pioneering initiatives in Managed IT Infrastructure domain in India. Since launching

Infrastructure Management Services (IMS) in 2001, the Company established its Network Operations Centre (NOC) in 2006 as

stepping stone for Remote Infrastructure Management Services (RIMS). An efficient and cost-effective model, RIMS enabled

Omnitech to serve its customer through remote monitoring. Likewise in 2008, Omnitech went on to launch OmniCenter – India’s

first third party managed disaster recovery center, equipped with vaults, PoC, data center, and technology labs. It unveiled its

second OmniCenter at Hyderabad during the current year.

Bald Eagles catch rabbits and rodents that cause havoc in grain fields. Thus they help people.

Omnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions Limited

Annual Report 2009-10 13

Omnitech InfoSolutions Limited

Skills, attitude and continuous learning are the attributes of a member of Team Omnitech. The average age of the team is 28 years and average experience exceeds three years. The promoters have over two decades of IT industry experience and are committed to the ongoing up-gradation of technology skills within the rank and file of the Company. Besides the domain knowledge, soft skills such as communication, cultural acclimatisation, and customer orientation are emphasized.

Omnitech realises the importance of attracting and retaining talent. Its talent pool of 847 members include 80% technically qualified professionals deployed in specialised functions. There is a culture of expecting challenges and finding ways to overcome them. The Company has categorised Omnicians into Core Executive committee(CEC) – which act as the think tank, Key Management People(KMP) – which serve as the pillars, and the Rising Stars (RS) – who has the potential and ability to grow fast and achieve larger role in the Company. The Company has also granted ESOP’s to Omnicians with an objective of making them grow with it.

In the Omnitech culture, there is a practice of approaching every project with the view that besides the transactional element, there is an equally useful transformational element. By taking an active part in the project, Omnitech enhances its capabilities and develops higher competence. Yesterday's procedures that were adequate are unlikely to be good enough for tomorrow, hence the thrust on continuous learning and personal growth. The Company has an in-house Learning and Development department. It is made mandatory for every employee to undergo certain predefined hours of training in a year to enhance and update their knowledge. In addition, the Company also helps people harness their soft skills which plays an important role in dealing with customer and within departments. Omnitech has spent over 5000 man hours in learning and development in the last fiscal year 2009-10.

To every single member of Team Omnitech, agility is a state of preparedness and vigilance that is essential for the type and quality of services the Company undertakes. It is also about speedy reflexes for rapid deployment – whether it is a market strategy or a technical solution. It translates into the team's readiness to sense and seize opportunity – Omnitech's leading edge is its agile people.

Agility of Team Omnitech

As the young birds turn into adults, their dark beak and black eyes, both turn a bright yellow.

Both young and adult bald eagles have yellow legs.

Omnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions Limited

Annual Report 2009-10 13

Omnitech InfoSolutions Limited

Skills, attitude and continuous learning are the attributes of a member of Team Omnitech. The average age of the team is 28 years and average experience exceeds three years. The promoters have over two decades of IT industry experience and are committed to the ongoing up-gradation of technology skills within the rank and file of the Company. Besides the domain knowledge, soft skills such as communication, cultural acclimatisation, and customer orientation are emphasized.

Omnitech realises the importance of attracting and retaining talent. Its talent pool of 847 members include 80% technically qualified professionals deployed in specialised functions. There is a culture of expecting challenges and finding ways to overcome them. The Company has categorised Omnicians into Core Executive committee(CEC) – which act as the think tank, Key Management People(KMP) – which serve as the pillars, and the Rising Stars (RS) – who has the potential and ability to grow fast and achieve larger role in the Company. The Company has also granted ESOP’s to Omnicians with an objective of making them grow with it.

In the Omnitech culture, there is a practice of approaching every project with the view that besides the transactional element, there is an equally useful transformational element. By taking an active part in the project, Omnitech enhances its capabilities and develops higher competence. Yesterday's procedures that were adequate are unlikely to be good enough for tomorrow, hence the thrust on continuous learning and personal growth. The Company has an in-house Learning and Development department. It is made mandatory for every employee to undergo certain predefined hours of training in a year to enhance and update their knowledge. In addition, the Company also helps people harness their soft skills which plays an important role in dealing with customer and within departments. Omnitech has spent over 5000 man hours in learning and development in the last fiscal year 2009-10.

To every single member of Team Omnitech, agility is a state of preparedness and vigilance that is essential for the type and quality of services the Company undertakes. It is also about speedy reflexes for rapid deployment – whether it is a market strategy or a technical solution. It translates into the team's readiness to sense and seize opportunity – Omnitech's leading edge is its agile people.

Agility of Team Omnitech

As the young birds turn into adults, their dark beak and black eyes, both turn a bright yellow.

Both young and adult bald eagles have yellow legs.

Omnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions Limited

Annual Report 2009-10 15

The Vision

To be a global leader in providing technology related services in the areas of Business Availability, Business Continuity, and Business Enhancement Services in order to enable organisations derive higher productivity, predictability and profitability for their competitive business advantage.

The Company

An ISO 9001-2008, ISO 20000, ISO 27001 & BS 25999 certified Global Indian Company providing managed IT servicesto customers in Asia, Europe and America with annual revenue at Rs. 21,650 Lakh and net profit at Rs. 3,939 Lakh as on

st 31 March 2010. 5-years' Compounded Annual Growth Rate of 41.44% in revenue and 58.46% in net profit.

Listed at the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) with the market capitalization of Rs. 22,280 Lakh st and about 10,000 shareholders (as on 31 March 2010)

The Business Domain

Offer gamut of IT services and solutions across Business Availability, Business Continuity and Business Enhancement Services.

Business Availability Services include Infrastructure Management, Enterprise Solutions, Application Management, Independent Testing, WebSphere Competency Centre (WCC).

Business Continuity Services deliver immunity from loss of data and/or business operations in the event of any disaster, thereby enabling Companies remain in business with seamless continuity and availability of its operation and IT systems. The suite of services includes Managed workplace recovery, Disaster recovery solutions and BCP consulting services.

Omnitech in brief

Business Enhancement Services includes domain expertise services, Organisational Enhancement Services, Total IT outsourcing/ VCIO and technology optimisation services.

The Spread

Headquartered at Mumbai - the commercial capital of India and three branch offices at Bangalore, Delhi and Pune. Two Disaster Recovery Centers at Navi Mumbai and Hyderabad, in addition to service support network of more than 1082 locations across India

Overseas locations including subsidiaries and joint venture Companies span the USA, Canada, the United Kingdom, Belgium, Netherlands, Bahrain, Japan, Hong Kong and Singapore

The Customers

Well known Companies from industries such as Banking, Financial Services, Insurance, Healthcare, Travel, Media, Hospitality, IT/ ITES, and Manufacturing Sectors

The Financial Health

Debt to equity ratio at 0.26x, long term debt to equity ratio at 0.05x

Rated A2+ for short term borrowings (indicating an above average credit quality) & LBBB+ for the long term borrowings (indicating a moderate credit quality) by ICRA

Omnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions Limited

Annual Report 2009-10 15

The Vision

To be a global leader in providing technology related services in the areas of Business Availability, Business Continuity, and Business Enhancement Services in order to enable organisations derive higher productivity, predictability and profitability for their competitive business advantage.

The Company

An ISO 9001-2008, ISO 20000, ISO 27001 & BS 25999 certified Global Indian Company providing managed IT servicesto customers in Asia, Europe and America with annual revenue at Rs. 21,650 Lakh and net profit at Rs. 3,939 Lakh as on

st 31 March 2010. 5-years' Compounded Annual Growth Rate of 41.44% in revenue and 58.46% in net profit.

Listed at the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) with the market capitalization of Rs. 22,280 Lakh st and about 10,000 shareholders (as on 31 March 2010)

The Business Domain

Offer gamut of IT services and solutions across Business Availability, Business Continuity and Business Enhancement Services.

Business Availability Services include Infrastructure Management, Enterprise Solutions, Application Management, Independent Testing, WebSphere Competency Centre (WCC).

Business Continuity Services deliver immunity from loss of data and/or business operations in the event of any disaster, thereby enabling Companies remain in business with seamless continuity and availability of its operation and IT systems. The suite of services includes Managed workplace recovery, Disaster recovery solutions and BCP consulting services.

Omnitech in brief

Business Enhancement Services includes domain expertise services, Organisational Enhancement Services, Total IT outsourcing/ VCIO and technology optimisation services.

The Spread

Headquartered at Mumbai - the commercial capital of India and three branch offices at Bangalore, Delhi and Pune. Two Disaster Recovery Centers at Navi Mumbai and Hyderabad, in addition to service support network of more than 1082 locations across India

Overseas locations including subsidiaries and joint venture Companies span the USA, Canada, the United Kingdom, Belgium, Netherlands, Bahrain, Japan, Hong Kong and Singapore

The Customers

Well known Companies from industries such as Banking, Financial Services, Insurance, Healthcare, Travel, Media, Hospitality, IT/ ITES, and Manufacturing Sectors

The Financial Health

Debt to equity ratio at 0.26x, long term debt to equity ratio at 0.05x

Rated A2+ for short term borrowings (indicating an above average credit quality) & LBBB+ for the long term borrowings (indicating a moderate credit quality) by ICRA

Annual Report 2009-10 17

Having led the Company successfully on the transformational agenda during the current year, Managing Director of Omnitech InfoSolutions, Atul M. Hemani reflects upon the Company’s performance, its future course including the challenges and opportunities. Excerpts from an intense session he had with the Annual Report team:

How do you view your Company’s performance in fiscal year 2009-10?

Fiscal year 2009-10 was a year of consolidation for global economy and its constituents including the global IT and ITES industry. Global spend on IT products and services recorded a decline in 2009. Indian IT-BPO sector too witnessed a moderation in its growth momentum.

In the backdrop of such macro-economic environment, I am happy to see our Company performing ahead of its guidance and sustain its accelerated growth momentum. The key financial highlights of our operations were:

• Total revenue grew by 26% to reach Rs. 21,650 Lakh, from Rs. 17143 Lakh in the previous year. Against our guidance of 15-20% growth, Company’s performance in fact exceeded it handsomely. With this, Company’s total revenue maintained a robust CAGR of 36% between 2005-06 and 2009-10.

• Net Profit reached Rs. 3,939 Lakh, recording a healthy growth of 19% over Rs. 3,310 Lakh for the previous year.

• At Rs. 29.57, Earning Per Share increased by 17.39% over Rs. 25.19 in the previous year

On the operational front, we launched our second Disaster Recovery Center at Hyderabad during the year. Leveraging our strength in Remote Infrastructure Management Service (RIMS), we graduated many of our existing clients from IMS to RIMS. The Company achieved initial success from European markets during the year and is now looking at entrenching deeper and wider in that region. Our strategy to expand our global footprints yielded in a Joint Venture (JV) in Singapore and a subsidiary Company in Netherlands during the year. We redefined our service bouquet to create Business Enhancement Services as the third strong pillar of our Company.

BFSI segment continues to be a strong focus for us and we have already taken the initiative to launch more vertical-specific services with the help of domain experts from our JV in Singapore. This would help us to win new accounts as well as garner a larger pie of business from our existing customers.

To sum it all, Omnitech delivered good results on one hand and added some more growth drivers in its folds in fiscal year 2009-10.

Agilely Tackling the Future

What were the three key developments of fiscal year 2009-10 that will have bearing impact on Omnitech’s growth in coming years?

In a young, dynamic and aggressive Company that Omnitech is, there were many such developments that will directly or latently catalyse our future growth. In my view, the three key areas will include the Managed Services across RIMS, Application Management and Performance Management; Business Continuity Services in general and its Industry-specific solutions in particular; and the geographical expansion of our Company’s presence.

RIMS is the next growth engine of offshore IT services. Our success withit in the fiscal year 2009-10 will prove to be a game-changing event. The non-linearity of this model not only helps in significantly reducing the cost of delivery but also ensures higher scalability and betters the quality of deliverables at the same time. It provides a unique differentiator to Omnitech to leverage on current and future investments into technology centers and address the future needs of businesses through cloud computing. The offshore delivery model not only brings inbuilt cost advantages for customers but also opens the markets across the globe for the service providers. We have successfully leveraged our expertise with RIMS in shifting many of our existing customers from IMS to RIMS and securedmulti-year service contracts in the process.

BFSI segment has been the largest contributor to Omnitech’s revenues for long. The Company has since long been looking at further fortifying its relevance in this segment. At the same time, we have also consciously been looking at establishing our presence in the Far East. Our success in forming a JV with ‘Attiva Services Pte. Ltd.’ of Singapore in September 2009 has

Annual Report 2009-10 17

Having led the Company successfully on the transformational agenda during the current year, Managing Director of Omnitech InfoSolutions, Atul M. Hemani reflects upon the Company’s performance, its future course including the challenges and opportunities. Excerpts from an intense session he had with the Annual Report team:

How do you view your Company’s performance in fiscal year 2009-10?

Fiscal year 2009-10 was a year of consolidation for global economy and its constituents including the global IT and ITES industry. Global spend on IT products and services recorded a decline in 2009. Indian IT-BPO sector too witnessed a moderation in its growth momentum.

In the backdrop of such macro-economic environment, I am happy to see our Company performing ahead of its guidance and sustain its accelerated growth momentum. The key financial highlights of our operations were:

• Total revenue grew by 26% to reach Rs. 21,650 Lakh, from Rs. 17143 Lakh in the previous year. Against our guidance of 15-20% growth, Company’s performance in fact exceeded it handsomely. With this, Company’s total revenue maintained a robust CAGR of 36% between 2005-06 and 2009-10.

• Net Profit reached Rs. 3,939 Lakh, recording a healthy growth of 19% over Rs. 3,310 Lakh for the previous year.

• At Rs. 29.57, Earning Per Share increased by 17.39% over Rs. 25.19 in the previous year

On the operational front, we launched our second Disaster Recovery Center at Hyderabad during the year. Leveraging our strength in Remote Infrastructure Management Service (RIMS), we graduated many of our existing clients from IMS to RIMS. The Company achieved initial success from European markets during the year and is now looking at entrenching deeper and wider in that region. Our strategy to expand our global footprints yielded in a Joint Venture (JV) in Singapore and a subsidiary Company in Netherlands during the year. We redefined our service bouquet to create Business Enhancement Services as the third strong pillar of our Company.

BFSI segment continues to be a strong focus for us and we have already taken the initiative to launch more vertical-specific services with the help of domain experts from our JV in Singapore. This would help us to win new accounts as well as garner a larger pie of business from our existing customers.

To sum it all, Omnitech delivered good results on one hand and added some more growth drivers in its folds in fiscal year 2009-10.

Agilely Tackling the Future

What were the three key developments of fiscal year 2009-10 that will have bearing impact on Omnitech’s growth in coming years?

In a young, dynamic and aggressive Company that Omnitech is, there were many such developments that will directly or latently catalyse our future growth. In my view, the three key areas will include the Managed Services across RIMS, Application Management and Performance Management; Business Continuity Services in general and its Industry-specific solutions in particular; and the geographical expansion of our Company’s presence.

RIMS is the next growth engine of offshore IT services. Our success withit in the fiscal year 2009-10 will prove to be a game-changing event. The non-linearity of this model not only helps in significantly reducing the cost of delivery but also ensures higher scalability and betters the quality of deliverables at the same time. It provides a unique differentiator to Omnitech to leverage on current and future investments into technology centers and address the future needs of businesses through cloud computing. The offshore delivery model not only brings inbuilt cost advantages for customers but also opens the markets across the globe for the service providers. We have successfully leveraged our expertise with RIMS in shifting many of our existing customers from IMS to RIMS and securedmulti-year service contracts in the process.

BFSI segment has been the largest contributor to Omnitech’s revenues for long. The Company has since long been looking at further fortifying its relevance in this segment. At the same time, we have also consciously been looking at establishing our presence in the Far East. Our success in forming a JV with ‘Attiva Services Pte. Ltd.’ of Singapore in September 2009 has

Omnitech InfoSolutions Limited

Annual Report 2009-10 19

strengthened our business proposition on both counts. Besides strategic geographical advantage in the Pacific region, the JV will unfold opportunities of significant magnitude in the BFSI segment. Our Far East Team has extensive domain-specific experience in BFSI segment. We will leverage their BFSI strengths in launching domain-specific services and solutions and marketing them to all our current and potential customers located across the globe. Our innovation team is actively working to design and define solutions and services specific to some more industry verticals such as Health care, Retail and Education.

Omnitech will continue to expand its footprints in India as well as across the Globe into Far East, Middle East and Europe. Omnitech was mapping the European market when the world was figuring out the way to tackle recessionary headwinds in 2008. Feeling the same pressure, enterprises across the continent (Europe) were looking at optimising/reducing their IT budget. Omnitech was at the right place at the right time, and more importantly with the right offerings. Having made our entry into this market in the previous year, we aimed at making an acquisition in Europe during the year. Our value propositions are very well appreciated and we expect to leverage this further.

What are the three key challenges facing Omnitech and how do you intend to address them?

At Omnitech, we are at the sweet spot of right size, right team, right goodwill, vast global experience, a good customer base and support from investors. And hence the challenges are minimal. As we embark upon our next phase of growth, our key challenges will be around scalability, operational efficiencies at global scales and cultural integration of our global acquisitions including human capital of the acquired companies.

We intend to triple the team strength from 850 employees in the current year to about 2500 Omnicians over the next three years. Attracting and retaining the best available talent will be a key challenge. We have been gearing up for this challenge for a couple of years. Our four-tier leadership structure of active promoters, followed by an empowered executive committee, backed by a talented key management team, and challenged by the rising stars is already in place. The Company has successfully been identifying the right talent at entry level. Its HR function is being governed with an objective of nurturing future leaders from within. We have been bestowing the best of rewards and recognitions to outstanding performers including ESOPs for outstanding and promising members of our human capital.

We have been successfully operating into global markets for several years. While we need to be ready for multi-fold growth, we also need to remain as efficient and effective as we are today. We have well defined policies and guidance frameworks in place to maintain key ratios and aspects well within controls.

We are aiming at acquisitions both in international as well as domestic markets in order to supplement our organic growth. The biggest challenge coming with acquisition happens to be integration of people, practices and processes. Our vast experience with international customers, together with the well planned, structured phase-wise integration programme shall help us address the challenges in this area.

What would be the key growth drivers for Omnitech, going forward?

It will include most of our traditional services offering – Remote Infrastructure and Application Management Services, Disaster Recovery/Business Continuity Planning, Data Center Management Services. Inorganic growth will come from our recent and future services – Cloud Computing, Managed Disaster Recovery/Business Continuity Services, industry specific services – BFSI, Health Care, Retail and Education, Special large ticket projects through business alliance partners and by way of geographical penetration within India and into international markets. We feel that the next three years are crucial for us and if we manage to maintain the right geography and product mix, we should be able to maintain our current margins and sustain our guidance of 30% growth.

What is your brief message to Shareholders?

Omnitech is in an aggressive growth phase and has grown at a CAGR of 40% in the last five years. Throughout the path of our evolution, we have shown agility in sensing the right opportunities, participating in them and creating value from our participation. We have successfully metamorphosed ourselves as a leading IT technology service provider and enjoy a pioneering reputation in Business Availability and Business Continuity Services. We have the first mover advantage in India in the Business Continuity space and have set up two third-party Disaster Recovery Centres at Navi Mumbai and Hyderabad.

We have been able to outperform our previous best performance consistently by introducing innovative services/solutions, which are apt for the current market situation. Our endeavor to focus on technology center and automation based delivery model from traditional linear people-based model has helped us to maintain our profitability and get an edge over our competition. We have established a formidable global presence and have in place a defined strategy to unleash an even accelerated growth phase for the Company – leveraging the organic and even inorganic path. The stage is set for exponential growth in future and this is just aperfect beginning!

When it comes to cost, we have always been conservative in our approach and realise our responsibility towards our investors’ hard earned money. We remain focused and aggressive, yet cautious. We have and will continue to take the right decisions at the right time.

We have been able to generate consistent returns for our investors over a period of time and the Return on Capital employed has been around 20% for the year. We are confident that we would continue to deliver the same in times to come. We are entering the high growth phase and have a three-year plan lined up to achieve a multi fold growth. A midsized Company backed by strong and confident management and having ambitious, yet practically viable plans of expansion definitely looks as a promising opportunity to invest in and grow with.

Atul M. Hemani Managing Director

Omnitech InfoSolutions Limited

Annual Report 2009-10 19

strengthened our business proposition on both counts. Besides strategic geographical advantage in the Pacific region, the JV will unfold opportunities of significant magnitude in the BFSI segment. Our Far East Team has extensive domain-specific experience in BFSI segment. We will leverage their BFSI strengths in launching domain-specific services and solutions and marketing them to all our current and potential customers located across the globe. Our innovation team is actively working to design and define solutions and services specific to some more industry verticals such as Health care, Retail and Education.

Omnitech will continue to expand its footprints in India as well as across the Globe into Far East, Middle East and Europe. Omnitech was mapping the European market when the world was figuring out the way to tackle recessionary headwinds in 2008. Feeling the same pressure, enterprises across the continent (Europe) were looking at optimising/reducing their IT budget. Omnitech was at the right place at the right time, and more importantly with the right offerings. Having made our entry into this market in the previous year, we aimed at making an acquisition in Europe during the year. Our value propositions are very well appreciated and we expect to leverage this further.

What are the three key challenges facing Omnitech and how do you intend to address them?

At Omnitech, we are at the sweet spot of right size, right team, right goodwill, vast global experience, a good customer base and support from investors. And hence the challenges are minimal. As we embark upon our next phase of growth, our key challenges will be around scalability, operational efficiencies at global scales and cultural integration of our global acquisitions including human capital of the acquired companies.

We intend to triple the team strength from 850 employees in the current year to about 2500 Omnicians over the next three years. Attracting and retaining the best available talent will be a key challenge. We have been gearing up for this challenge for a couple of years. Our four-tier leadership structure of active promoters, followed by an empowered executive committee, backed by a talented key management team, and challenged by the rising stars is already in place. The Company has successfully been identifying the right talent at entry level. Its HR function is being governed with an objective of nurturing future leaders from within. We have been bestowing the best of rewards and recognitions to outstanding performers including ESOPs for outstanding and promising members of our human capital.

We have been successfully operating into global markets for several years. While we need to be ready for multi-fold growth, we also need to remain as efficient and effective as we are today. We have well defined policies and guidance frameworks in place to maintain key ratios and aspects well within controls.

We are aiming at acquisitions both in international as well as domestic markets in order to supplement our organic growth. The biggest challenge coming with acquisition happens to be integration of people, practices and processes. Our vast experience with international customers, together with the well planned, structured phase-wise integration programme shall help us address the challenges in this area.

What would be the key growth drivers for Omnitech, going forward?

It will include most of our traditional services offering – Remote Infrastructure and Application Management Services, Disaster Recovery/Business Continuity Planning, Data Center Management Services. Inorganic growth will come from our recent and future services – Cloud Computing, Managed Disaster Recovery/Business Continuity Services, industry specific services – BFSI, Health Care, Retail and Education, Special large ticket projects through business alliance partners and by way of geographical penetration within India and into international markets. We feel that the next three years are crucial for us and if we manage to maintain the right geography and product mix, we should be able to maintain our current margins and sustain our guidance of 30% growth.

What is your brief message to Shareholders?

Omnitech is in an aggressive growth phase and has grown at a CAGR of 40% in the last five years. Throughout the path of our evolution, we have shown agility in sensing the right opportunities, participating in them and creating value from our participation. We have successfully metamorphosed ourselves as a leading IT technology service provider and enjoy a pioneering reputation in Business Availability and Business Continuity Services. We have the first mover advantage in India in the Business Continuity space and have set up two third-party Disaster Recovery Centres at Navi Mumbai and Hyderabad.

We have been able to outperform our previous best performance consistently by introducing innovative services/solutions, which are apt for the current market situation. Our endeavor to focus on technology center and automation based delivery model from traditional linear people-based model has helped us to maintain our profitability and get an edge over our competition. We have established a formidable global presence and have in place a defined strategy to unleash an even accelerated growth phase for the Company – leveraging the organic and even inorganic path. The stage is set for exponential growth in future and this is just aperfect beginning!

When it comes to cost, we have always been conservative in our approach and realise our responsibility towards our investors’ hard earned money. We remain focused and aggressive, yet cautious. We have and will continue to take the right decisions at the right time.

We have been able to generate consistent returns for our investors over a period of time and the Return on Capital employed has been around 20% for the year. We are confident that we would continue to deliver the same in times to come. We are entering the high growth phase and have a three-year plan lined up to achieve a multi fold growth. A midsized Company backed by strong and confident management and having ambitious, yet practically viable plans of expansion definitely looks as a promising opportunity to invest in and grow with.

Atul M. Hemani Managing Director

Annual Report 2009-10 21

Maganlal K. Hemani - Non Executive Chairman

Mr. Hemani is a businessman, having an experience of over 59 years in varied fields of business viz. distribution, manufacturing and service industries. His vast experience has helped Omnitech immensely. He continues to be a source of motivation for the management team.

Atul Hemani - Managing Director

An astute professional with an engineering background from University of Mumbai, contributing his experience of over 22 years in the IT industry. Adding to his repertoire, he had worked for two years with Hindustan Computer Limited (HCL), prior to promoting Omnitech.

In this capacity, Atul plays a vital role in steering the overall business growth strategy and accomplishing organization vision. He leads the able team to implement the business strategy thru definitive action plans to achieve desired results. His current thrust areas are to be a thought leader in the area of Managed Services and Cloud Computing and continue to be pioneer in Disaster Recovery and Business Continuity space. He is able to spot the opportunity at an early stage and leverage it for the benefit of organization, which has helped organization to manage the sustained growth over a period of time.

He has been instrumental in tying up business relationships with various leading technology and strategic partners. Having traveled widely around the world, he has a deep understanding of global business opportunities and challenges. He actively participates in industry events and has been a regular speaker / panelist at different industry forums. He enjoys working with young talent to share his valuable experiences with them & mentor and to get new perspective for himself. He believes in core values of life and actively participates in CSR activities.

Avinash Pitale - Executive Director

Avinash holds a B.E. (Electrical) degree from University of Mumbai. Having completed a course in BS15000 and Foundation certificate in ITSM (ITIL – V3), he is a DRI certified professional and a Business Continuity Certified Planner (BCCP).

After serving an initial stint of 3 years with Hindustan Computers Limited, he co-founded Omnitech with Atul. He has mastered the service delivery aspect through his 25 years of experience and various soft skills development programs.

He is spearheading the conceptualisation, execution and delivery model set up for various services viz. infrastructure management services and disaster recovery services. His areas of specialization are business continuity planning and infrastructure management services.

Devarshi Buch - Executive Director

Devarshi holds a B.E. (Electrical) degree from University of Mumbai and brings with him an extensive IT experience of 21 years. Prior to joining Omnitech, he was serving Minicomp as Project Manager.

Responsible for developing domestic business in System Integration and Services, he specialises in execution of turnkey projects and consulting in enterprise computing, networking, server based solutions and DRP.

Board of Directors

Dr. Kalimohan J. Bhattacharya - Independent Director

Dr. Bhattacharya is a Ph.D. D.Litt., CAIIB and an M.A. in Economics.

He possesses vast experience of 40 years in the Banking sector. Amongst various leadership roles, he has served as Managing Director and CEO with Bank of Rajasthan, Executive Director with IndusInd Bank Limited and Nominee Director in Maharashtra State Financial Corporation. He has also held the positions of Vice President for Rajasthan Chamber of Commerce and a member of the Government Board, Indian Bank Associations. In early part of his career, he has served State Bank of India for 35 years.

As an avid academician, he is currently serving as Professor and Head of Centre of Banking and Advance Financial Studies at Institute of Chartered Financial Analysts of India.

Dr. Ram K. Mangal - Independent Director

Dr Mangal holds a Ph.D from The Ohio State University, USA in addition to an MBA from IIM Ahmedabad and a B.Tech. from IIT Kanpur.

He brings a diverse experience of 20 years from the IT industry, Financial Services, and Manufacturing domains. As Chief Technology Officer and Group Head with Kotak Mahindra Bank, he spearheaded bank’s transition to IT enabled automation across all branches and ATMs. He has also headed IT Function for Grindwell Norton, HDFC Ltd., Reliance Petroleum, and Thomas Cook. Dr Mangal had also been a faculty at The University of Memphis, Memphis, Tennessee, USA.

Prof. Venkateshwaran H. Iyer - Independent Director

Mr. Iyer is an Engineer by training and holds an M.Com. from Mysore University, a Diploma in Management from JBIMS, Fellowship from Indian Institute of Materials Management, a certified Lead Auditor for QMS from IRCA-UK

His vast experience of 30 years includes senior management roles in reputed organisations like Larsen & Toubro, IBM, Rallis India and Mafatlal. Active in academics field, he is a Professor of Operations Management and the Dean of Management Development Center with Welingkar Institute of Management and also is a Member of the Board of Studies of IIMM. His excellent contribution in Management Education has been recognized in the Best Faculty Award (1996) and UNITOP Award (1997).

In the past, he has been the Chairman of IIMM, member of the Governing Board of Bombay Productivity Council and the Indian society for Training and Development. He has also been nominated as the external expert member of the Zonal Managing committee of 16 research Institutions under ICAR in Western India.

Vasudeva V Kamath - Independent Director

Mr. Kamath is B.Com (Gold medalist) from Mysore University and a distinction holder in CAIIB.

He earned rich banking experience of 40 years with Canara Bank between 1966 and 2006. Starting as an officer in 1966, grew to leadership roles including ‘Chief Executive’ of Canara Bank (UK); ‘Managing Director’ of Canbank Venture Capital Fund Limited; and member of the High Powered Recovery Committee. He also served as nominee Director on the Board of various companies in India.

Omnitech InfoSolutions Limited

Annual Report 2009-10 21

Maganlal K. Hemani - Non Executive Chairman

Mr. Hemani is a businessman, having an experience of over 59 years in varied fields of business viz. distribution, manufacturing and service industries. His vast experience has helped Omnitech immensely. He continues to be a source of motivation for the management team.

Atul Hemani - Managing Director

An astute professional with an engineering background from University of Mumbai, contributing his experience of over 22 years in the IT industry. Adding to his repertoire, he had worked for two years with Hindustan Computer Limited (HCL), prior to promoting Omnitech.

In this capacity, Atul plays a vital role in steering the overall business growth strategy and accomplishing organization vision. He leads the able team to implement the business strategy thru definitive action plans to achieve desired results. His current thrust areas are to be a thought leader in the area of Managed Services and Cloud Computing and continue to be pioneer in Disaster Recovery and Business Continuity space. He is able to spot the opportunity at an early stage and leverage it for the benefit of organization, which has helped organization to manage the sustained growth over a period of time.

He has been instrumental in tying up business relationships with various leading technology and strategic partners. Having traveled widely around the world, he has a deep understanding of global business opportunities and challenges. He actively participates in industry events and has been a regular speaker / panelist at different industry forums. He enjoys working with young talent to share his valuable experiences with them & mentor and to get new perspective for himself. He believes in core values of life and actively participates in CSR activities.

Avinash Pitale - Executive Director

Avinash holds a B.E. (Electrical) degree from University of Mumbai. Having completed a course in BS15000 and Foundation certificate in ITSM (ITIL – V3), he is a DRI certified professional and a Business Continuity Certified Planner (BCCP).

After serving an initial stint of 3 years with Hindustan Computers Limited, he co-founded Omnitech with Atul. He has mastered the service delivery aspect through his 25 years of experience and various soft skills development programs.

He is spearheading the conceptualisation, execution and delivery model set up for various services viz. infrastructure management services and disaster recovery services. His areas of specialization are business continuity planning and infrastructure management services.

Devarshi Buch - Executive Director

Devarshi holds a B.E. (Electrical) degree from University of Mumbai and brings with him an extensive IT experience of 21 years. Prior to joining Omnitech, he was serving Minicomp as Project Manager.

Responsible for developing domestic business in System Integration and Services, he specialises in execution of turnkey projects and consulting in enterprise computing, networking, server based solutions and DRP.

Board of Directors

Dr. Kalimohan J. Bhattacharya - Independent Director

Dr. Bhattacharya is a Ph.D. D.Litt., CAIIB and an M.A. in Economics.

He possesses vast experience of 40 years in the Banking sector. Amongst various leadership roles, he has served as Managing Director and CEO with Bank of Rajasthan, Executive Director with IndusInd Bank Limited and Nominee Director in Maharashtra State Financial Corporation. He has also held the positions of Vice President for Rajasthan Chamber of Commerce and a member of the Government Board, Indian Bank Associations. In early part of his career, he has served State Bank of India for 35 years.

As an avid academician, he is currently serving as Professor and Head of Centre of Banking and Advance Financial Studies at Institute of Chartered Financial Analysts of India.

Dr. Ram K. Mangal - Independent Director

Dr Mangal holds a Ph.D from The Ohio State University, USA in addition to an MBA from IIM Ahmedabad and a B.Tech. from IIT Kanpur.

He brings a diverse experience of 20 years from the IT industry, Financial Services, and Manufacturing domains. As Chief Technology Officer and Group Head with Kotak Mahindra Bank, he spearheaded bank’s transition to IT enabled automation across all branches and ATMs. He has also headed IT Function for Grindwell Norton, HDFC Ltd., Reliance Petroleum, and Thomas Cook. Dr Mangal had also been a faculty at The University of Memphis, Memphis, Tennessee, USA.

Prof. Venkateshwaran H. Iyer - Independent Director

Mr. Iyer is an Engineer by training and holds an M.Com. from Mysore University, a Diploma in Management from JBIMS, Fellowship from Indian Institute of Materials Management, a certified Lead Auditor for QMS from IRCA-UK

His vast experience of 30 years includes senior management roles in reputed organisations like Larsen & Toubro, IBM, Rallis India and Mafatlal. Active in academics field, he is a Professor of Operations Management and the Dean of Management Development Center with Welingkar Institute of Management and also is a Member of the Board of Studies of IIMM. His excellent contribution in Management Education has been recognized in the Best Faculty Award (1996) and UNITOP Award (1997).

In the past, he has been the Chairman of IIMM, member of the Governing Board of Bombay Productivity Council and the Indian society for Training and Development. He has also been nominated as the external expert member of the Zonal Managing committee of 16 research Institutions under ICAR in Western India.

Vasudeva V Kamath - Independent Director

Mr. Kamath is B.Com (Gold medalist) from Mysore University and a distinction holder in CAIIB.

He earned rich banking experience of 40 years with Canara Bank between 1966 and 2006. Starting as an officer in 1966, grew to leadership roles including ‘Chief Executive’ of Canara Bank (UK); ‘Managing Director’ of Canbank Venture Capital Fund Limited; and member of the High Powered Recovery Committee. He also served as nominee Director on the Board of various companies in India.

Omnitech InfoSolutions Limited

Omnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions Limited

Annual Report 2009-10 23

1 Anurag Shah - CEO - Technology Service & Head - Global Sales2 Nikul Shah - President - Global HR & Corporate Service3 Anirudha Modak - VP - National Sales4 Dhansing Thakur - VP - Commercial5 Sanjay Mishra - VP - EMEA Operations6 Gaurav Sharma - Company Secretary & Chief Officer (Compliance & Legal)

7 Amit Patil - AVP Sales - Services

8 Amit Abhyankar - AVP Sales - BCP9 Ayan Mitra - AVP - Marketing10 Mihir Mohanty - AVP - Presales11 Nitin Purohit - AVP - Technology Services12 Kosal Sharaff - Head - Strategic Account Manager13 Nilesh Thakkar - GM Operations - DR & BCP14 Machhindranath Tapare - National Delivery Manager - Tech Support

15 Rajesh Bhosle - National Delivery Manager - Operations16 Anil Singh - National Delivery Manager - CRM17 Ramesh T. - Deliverylead, Consulting Services18 Rajish Rajan - Technical Manager - WCC19 Dinesh Rane - Sr. Manager - Accounts20 Akanksha Misra - Manager - L&D21 Farzana Adenwalla - Manager - Corporate Relation

22 Ganesh Ganguli - Manager - Administration23 Mahalakshmi Chowdhary - Manager - HR24 Mahendra Bhande - Manager - Strategy and MIS25 Sanket Mangrulkar - Manager - M&A and IR26 Shabina Khan - Manager - Quality Assurance27 Yugal Hemani - Manager - IT

Key Agility Managers

Omnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions Limited

Annual Report 2009-10 23

1 Anurag Shah - CEO - Technology Service & Head - Global Sales2 Nikul Shah - President - Global HR & Corporate Service3 Anirudha Modak - VP - National Sales4 Dhansing Thakur - VP - Commercial5 Sanjay Mishra - VP - EMEA Operations6 Gaurav Sharma - Company Secretary & Chief Officer (Compliance & Legal)

7 Amit Patil - AVP Sales - Services

8 Amit Abhyankar - AVP Sales - BCP9 Ayan Mitra - AVP - Marketing10 Mihir Mohanty - AVP - Presales11 Nitin Purohit - AVP - Technology Services12 Kosal Sharaff - Head - Strategic Account Manager13 Nilesh Thakkar - GM Operations - DR & BCP14 Machhindranath Tapare - National Delivery Manager - Tech Support

15 Rajesh Bhosle - National Delivery Manager - Operations16 Anil Singh - National Delivery Manager - CRM17 Ramesh T. - Deliverylead, Consulting Services18 Rajish Rajan - Technical Manager - WCC19 Dinesh Rane - Sr. Manager - Accounts20 Akanksha Misra - Manager - L&D21 Farzana Adenwalla - Manager - Corporate Relation

22 Ganesh Ganguli - Manager - Administration23 Mahalakshmi Chowdhary - Manager - HR24 Mahendra Bhande - Manager - Strategy and MIS25 Sanket Mangrulkar - Manager - M&A and IR26 Shabina Khan - Manager - Quality Assurance27 Yugal Hemani - Manager - IT

Key Agility Managers

Annual Report 2009-10 25

Omnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions Limited

Employee Testimonials

Sanjay Mishra

Omnitech is a great platform to achieve all your career objectives as an employee as well as an entrepreneur.

I have an experience of 11 years in IT Sales, of which 7 years have been with Omnitech. And these 7 years have been a remarkable experience with new responsibilities, great opportunities and a very satisfying journey of professional growth.

I joined Omnitech in July 2003 as an Account Manager responsible for Software sales in Mumbai and Pune. In a year’s time, I was given the opportunity to work as Business Manager responsible for Turnkey Solutions Sales in Government and Large Corporate Accounts. This experience played a pivotal role in shaping my leadership skills and expertise. By 2007, in the capacity of Associate Vice President, I initiated the Business development for Omnitech in Europe and Middle East

Hemant Dobhal

I guess one of the best things about Omnitech is that it never stops believing in you.

I joined Omnitech in 2004 as a Field Support Executive. Within a span of just two years I was promoted to the level of Asst. Service Delivery Manager. In a year’s time, I was again promoted to become Service Delivery Manager. Apart from the regular activities and key defined responsibilities, I was also given the opportunity to undertake task as SAM (Strategic Account Manager)- a role that added a whole new dimension to my process of learning on the job. Currently I’m working in the capacity of Zonal Manager with team strength of more than 50 employees.

The professional growth that I have enjoyed in a short span of time has been possible because Omnitech has always

Management Discussion and Analysis

identified my abilities and given me the chance to evolve and expand my horizons of learning. If one is looking to diversify one’s knowledge and expertise, there’s no better place to work at than Omnitech in my view.

Region. Within the next two years, I was deputed to Europe Omnitech Technology Service B.V., in Amsterdam, a subsidiary of Omnitech India, as Vice President – EMEA.

It’s been wonderful being a part of Omnitech’s success and growth in all these years. The entrepreneur ‘s thrill, challenges , joy and growth I got from Omnitech during my short career span at various positions have kept me driven and it still drives me with the same passion.

Amit Patil

Working at Omnitech is a learning experience by itself.

My journey with Omnitech started ten years ago and seems to be keeping me enthusiastically afloat with more and more focus, challenging landscapes to conquer, empowerment and opportunities. For me, the energy and excitement of being a part of this company has only been increasing – right from my start-up as a pure Customer Support Profile to a direct Business Enabler today.

Omnitech is a company which truly believes in nurturing aspirations. The pace at which the company has been growing offers loads of avenues for employees at all levels to flaunt their capabilities and willingness, get identified and be recognised for their efforts.

Susha Kollare

My learning curve in Omnitech had been tremendous from the time I joined in as a fresher ten years ago. As a Coordinator, there was so much to learn about the different aspect of IT industry in Sales & Services. The learning and development team takes care of grooming any fresher to suit the need of not only Omnitech, but for the industry itself.

Today, I feel like a polished double-edge sword.

I’m currently working as the Manager – Enterprise Solutions Integrated Division and even today the passion for my job continues to grow.

The work place environment at Omnitech is challenging and the overall work culture is a welcome treat. Its not often you find such a company where work seems less like a job and more like a passion.

Ishrat Shaikh

I have been a part of Omnitech since the last fifteen years and the exposure and experience I have received here is priceless.

This is a place where you get the best of everything on one platform – opportunity to learn about new IT services and technology, great colleagues to collaborate with and a positive environment to work in everyday. I have been growing with the company and feel extremely proud to see how our infrastructural strength has grown and the way our business processes and services have diversified.

ECONOMIC OVERVIEW

The year 2009 was marked by extraordinary policy response to unprecedented global economic crisis. With the help of the policy support, the Global Economy is emerging from the crisis and GDP growth rates are starting to improve. The pace of recovery is varied – moderate in many advanced economies and robust in some emerging economies including China and India. According to IMF, the world output is likely to rise by 4.25% in 2010, following a 0.5% contraction in 2009.

The Indian Economy after slowing down in the previous year rebounded in fiscal year 2009-10 and posted a GDP growth of 7.4%, according to revised estimate of Central Statistical Office. The sectors of manufacturing, construction, and ‘trade, hotel, transport & communication’ contributed over 50% to the GDP. Importantly, all these sectors showed a sustained growth trend quarter-over-quarter. This trend, together with the prediction of a favourable southwest monsoon and accelerated spending on infrastructure development, shall help the Indian Economy return back to the higher GDP growth range of 8.5-9.0% in the fiscal year 2010-11.

INDUSTRY OVERVIEW

Global IT Scenario

Global technology products and services related spend is estimated to have come down to US$ 1.5 trillion in 2009,

recording a decline of 2.9% over 2008. Hardware markets were hit worse than software or service markets, recording almost 8 % decline in 2009 versus 2008. (Source: Nasscom Strategic Review 2010)

Organisations extended their hardware lifecycle, delayed plans for new hardware acquisitions, and also curtailed their discretionary spends. Contrastingly, global corporations leveraged IT to drive organisation-wide efficiencies and transformation. While BPO growth moderated on account of lower transaction volumes, overall IT spend was largely driven by a revival in North America and BFSI, along with increased adoption in emerging markets like APAC and retail/healthcare. A dynamic second half of the year made up for the tepid first half for outsourcing contracts.

Annual Report 2009-10 25

Omnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions LimitedOmnitech InfoSolutions Limited

Employee Testimonials

Sanjay Mishra

Omnitech is a great platform to achieve all your career objectives as an employee as well as an entrepreneur.

I have an experience of 11 years in IT Sales, of which 7 years have been with Omnitech. And these 7 years have been a remarkable experience with new responsibilities, great opportunities and a very satisfying journey of professional growth.

I joined Omnitech in July 2003 as an Account Manager responsible for Software sales in Mumbai and Pune. In a year’s time, I was given the opportunity to work as Business Manager responsible for Turnkey Solutions Sales in Government and Large Corporate Accounts. This experience played a pivotal role in shaping my leadership skills and expertise. By 2007, in the capacity of Associate Vice President, I initiated the Business development for Omnitech in Europe and Middle East

Hemant Dobhal

I guess one of the best things about Omnitech is that it never stops believing in you.

I joined Omnitech in 2004 as a Field Support Executive. Within a span of just two years I was promoted to the level of Asst. Service Delivery Manager. In a year’s time, I was again promoted to become Service Delivery Manager. Apart from the regular activities and key defined responsibilities, I was also given the opportunity to undertake task as SAM (Strategic Account Manager)- a role that added a whole new dimension to my process of learning on the job. Currently I’m working in the capacity of Zonal Manager with team strength of more than 50 employees.

The professional growth that I have enjoyed in a short span of time has been possible because Omnitech has always

Management Discussion and Analysis

identified my abilities and given me the chance to evolve and expand my horizons of learning. If one is looking to diversify one’s knowledge and expertise, there’s no better place to work at than Omnitech in my view.

Region. Within the next two years, I was deputed to Europe Omnitech Technology Service B.V., in Amsterdam, a subsidiary of Omnitech India, as Vice President – EMEA.

It’s been wonderful being a part of Omnitech’s success and growth in all these years. The entrepreneur ‘s thrill, challenges , joy and growth I got from Omnitech during my short career span at various positions have kept me driven and it still drives me with the same passion.

Amit Patil

Working at Omnitech is a learning experience by itself.

My journey with Omnitech started ten years ago and seems to be keeping me enthusiastically afloat with more and more focus, challenging landscapes to conquer, empowerment and opportunities. For me, the energy and excitement of being a part of this company has only been increasing – right from my start-up as a pure Customer Support Profile to a direct Business Enabler today.

Omnitech is a company which truly believes in nurturing aspirations. The pace at which the company has been growing offers loads of avenues for employees at all levels to flaunt their capabilities and willingness, get identified and be recognised for their efforts.

Susha Kollare

My learning curve in Omnitech had been tremendous from the time I joined in as a fresher ten years ago. As a Coordinator, there was so much to learn about the different aspect of IT industry in Sales & Services. The learning and development team takes care of grooming any fresher to suit the need of not only Omnitech, but for the industry itself.

Today, I feel like a polished double-edge sword.

I’m currently working as the Manager – Enterprise Solutions Integrated Division and even today the passion for my job continues to grow.

The work place environment at Omnitech is challenging and the overall work culture is a welcome treat. Its not often you find such a company where work seems less like a job and more like a passion.

Ishrat Shaikh

I have been a part of Omnitech since the last fifteen years and the exposure and experience I have received here is priceless.

This is a place where you get the best of everything on one platform – opportunity to learn about new IT services and technology, great colleagues to collaborate with and a positive environment to work in everyday. I have been growing with the company and feel extremely proud to see how our infrastructural strength has grown and the way our business processes and services have diversified.

ECONOMIC OVERVIEW

The year 2009 was marked by extraordinary policy response to unprecedented global economic crisis. With the help of the policy support, the Global Economy is emerging from the crisis and GDP growth rates are starting to improve. The pace of recovery is varied – moderate in many advanced economies and robust in some emerging economies including China and India. According to IMF, the world output is likely to rise by 4.25% in 2010, following a 0.5% contraction in 2009.

The Indian Economy after slowing down in the previous year rebounded in fiscal year 2009-10 and posted a GDP growth of 7.4%, according to revised estimate of Central Statistical Office. The sectors of manufacturing, construction, and ‘trade, hotel, transport & communication’ contributed over 50% to the GDP. Importantly, all these sectors showed a sustained growth trend quarter-over-quarter. This trend, together with the prediction of a favourable southwest monsoon and accelerated spending on infrastructure development, shall help the Indian Economy return back to the higher GDP growth range of 8.5-9.0% in the fiscal year 2010-11.

INDUSTRY OVERVIEW

Global IT Scenario

Global technology products and services related spend is estimated to have come down to US$ 1.5 trillion in 2009,

recording a decline of 2.9% over 2008. Hardware markets were hit worse than software or service markets, recording almost 8 % decline in 2009 versus 2008. (Source: Nasscom Strategic Review 2010)

Organisations extended their hardware lifecycle, delayed plans for new hardware acquisitions, and also curtailed their discretionary spends. Contrastingly, global corporations leveraged IT to drive organisation-wide efficiencies and transformation. While BPO growth moderated on account of lower transaction volumes, overall IT spend was largely driven by a revival in North America and BFSI, along with increased adoption in emerging markets like APAC and retail/healthcare. A dynamic second half of the year made up for the tepid first half for outsourcing contracts.

Omnitech InfoSolutions Limited

Annual Report 2009-10 27

Recent global M&A activity in the sector indicates stronger services play for global hardware vendors, which will make this segment more competitive for the Indian vendors. Changing customer expectations, emergence of new off shore locations and new service providers delivering services through the cloud promise to shake up this industry going forward.

Indian IT-BPO Sector

Over the past decade, the Indian IT-BPO sector has emerged as country’s new growth engine. Creating benchmarks in terms of revenue growth, employment generation and value creation; it has become the global brand ambassador for India.

While the Indian IT industry matured over these years, the recent recessionary headwinds marked a paradigm shift in the way it needs to operate. The changing demand outlook, customer negotiations and requirements acted as a driver to build in greater efficiencies and flexibility within the service delivery and the business models. While the industry displayed tenacity and resilience, it also commenced working on its agenda to diversify beyond core offerings and markets through new business and pricing models. It equipped itself to provide end-to-end service offerings, transform the delivery process, innovate through research and development and drive inclusive growth in India by developing targeted solutions for the domestic market.

The Indian IT-BPO industry posted encouraging performance inthe current year. According to the estimates of Department of Information Technology, Government of India, the key highlights of the sector during the current year were:

• The revenue aggregate of IT-BPO industry was estimated to grow by over 5% and reach US$ 73.1 billion in the current year as compared to US$ 69.4 billion in the previous year

• The Indian software and services exports including ITeS-BPO exports was estimated at US$ 49.7 billion in the fiscal year 2009-10, as compared to US$ 47.1 billion in the previous year, recording an increase of 5.5%

• The IT services exports was estimated to be US$ 27.3 billion in the current year as compared to US$ 25.8 billion in the previous year, showing a growth of 5.8%

• ITeS-BPO exports was estimated to grow from US$ 11.7 billion in the previous year to US$ 12.4 billion in the current year, reflecting a growth of 6%

• The revenue from the domestic market (IT Services and ITeS-BPO) is also expected to grow to US$ 14 billion in the fiscal year 2009-10 as compared to US$ 12.8 billion in the previous year, recording a growth of about 9%

• The IT-ITeS industry’s contribution to the national GDP is estimated to marginally increase from 6.0% in the previous year to 6.1% in the current year

The US & UK remained the largest export markets, accounting for about 61% and 18% respectively in the current year. Over the past few years, revenue growth from the US had lagged other geographies. In the current year, the trend has reversed with this geographic region driving revenue growth. The impact of

recession has been felt the most in the US, and consequently cutting costs and increasing competitiveness through outsourcing is once again the focus here.

The Continental Europe and the UK have lagged overall revenue growth. Indian vendors are actively developing the Asia Pacific region and secured a growth rate of 10% in the current year. Japan and Middle East also offer significant untapped potential.

The total IT Software and Services employment is expected to reach 2.29 million in the fiscal year 2009-10 (excluding employment in Hardware sector), as against 2.20 million in the previous year, recording a growth of 4%. This represents a net addition of 90,000 professionals to the industry employee base during the year. The indirect employment attributed to the sector is estimated to be about 8.2 million. The industry has been a front-runner in diversity at the workplace with over 30% women employees. More than 60% of industry players employ differently abled people.

India has a 51% market share of the off-shoring market. There is tremendous headroom for growth as current off-shoring market is still a small part of the outsourcing industry. Significant opportunities exist in core verticals like BFSI and geographic segments like the US; and also in emerging geographic regions like Asia Pacific and verticals markets like retail, healthcare and Government. Development of these opportunities can triple the current addressable market and can lead the Indian IT-BPO revenues to about US$ 225 billion in 2020. The Industry also has the potential to transform India by harnessing information technology for inclusive growth .

IT enabled services will continue to show substantial growth in the fiscal year 2010-11. Domestic outsourcing shall continue to have a growth of over 35% in terms of numbers, but in all probability competition will be regulated by only a few operators due to high cost pressures in the telecom and BFSI segments. These two segments continue to rule the domestic BPO outsourcing, though health care is also fast emerging as a credible segment,

IMS/RIMS

With a global spend of over US$ 524 billion, Infrastructure Management presents a significantly large opportunity for services that can be delivered remotely. The market for RIM is estimated at US$ 96-104 billion after discounting Infrastructure Management spends in low-cost locations, defence and government sectors,

Small & Medium IT/ ITeS Providers: Revenues (Rs. Crores)

Source: Frost & Sullivan

FY10FY08

6693

3

FY09

7744

6 9061

2FY11

1060

16

FY12

1240

39

small enterprises and the services that cannot be offshored. Out of which, Nasscom expects over US$ 26-28 billion to be realised by 2013. India is well positioned to garner about a half of this global opportunity by 2013.

Cloud Computing

Indian cloud computing poised to register a tenfold growth by 2015. The cloud computing market is US$ 110 million today, with Software as a Service (SaaS) estimated at US$ 66 million and Platform as a Service (PaaS) together with Infrastructure as a Service (IaaS) constituting the remaining US$ 44 million.

India-centric IT service companies are expected to represent 20% of the leading cloud aggregators globally, By 2012.

As cloud computing continues to gain momentum, more and more organisations will like to leverage its benefits. Cloud computing is slated to help CIOs and business unit heads in understanding and delineating the vendors, IT services, software and infrastructure components. Many Indian players have used transparency as an effective tool in building the confidence of overseas buyers in foreign IT service providers. It is important for India-centric providers to play a key role in developing cloud service offerings with greater transparency for achieving an even greater acceptance by CIOs and business unit leaders.

The R&D efforts of Indian vendors will speed up the development of cloud-based solutions. This will lead to more options resulting in heightened competition in the market. As always, the competition will result in a wider, deeper and enhanced offerings and accelerate the transition from traditional to industry-specific offerings and fuel the growth of utility and cloud-based services. Buyers — business unit teams and IT organisations—will be forced to separate unique business process areas that truly drive competitive advantage from those that simply deliver competitive parity. Organisations that can appropriately adopt newer utility and cloud-based offerings in select areas of their enterprises—with a heavy dose of strong risk management skills—will gain an important advantage within their peer-groups.

Small and Medium IT/ITeS Providers

Small and Medium sized providers of IT/ITeS contribute about US$ 18 billion and generate direct employment for about 700,000

people besides several million indirect employment. The Small and Medium IT/ITeS providers in India are integral to the growth engine of the industry in particular and the Indian Economy in general. The prevailing growth trends are expected to continue into the near future on account of the increasing maturity of this segment and the emergence of new opportunities.

REVIEW OF OPERATIONS

In a year that witnessed the global spend on IT products and services de-grow and the Indian IT BPO sector’s growth momentum moderate, Omnitech maintained its accelerated growth momentum. The Company performed ahead of the economy and even the industry and secured a topline growth of 25% and bottomline growth of 19% in the current year. More importantly, it continued to build a robust foundation for sustainable growth through the year. It further diversified its service offerings, expanded its global footprints and implemented everything it planned to do in the fiscal year 2009-10.

What helped Omnitech achieve what it achieved in a difficult year otherwise is a host of strengths it has intrinsically weaved into its DNA. Being led by competent techno-commercial professionals at the top, possessing a truly diverse service mix including some pioneering ones, practicing complete alignment with its customers’ objectives of cost efficiency and performance enhancement, and a purposed and evolving global footprint are some of the winning traits which Omnitech has cautiously built upon over the years.

In the testing times of recent global downturn and financial crisis, Omnitech leveraged all these strengths successfully to insulate itself from the turmoil and continued creating value for all its stakeholders. Omnitech remained agile to the macro-economic developments and went even closer to its customers in order to help them tackle the recessionary pressures effectively. Optimism, positivity and a resolve to bring more to customers at even lesser cost was practiced across the organisation. The Company looked at making the most of these testing times and took a quantum leap during the year under review.

Omnitech InfoSolutions Limited

Annual Report 2009-10 27

Recent global M&A activity in the sector indicates stronger services play for global hardware vendors, which will make this segment more competitive for the Indian vendors. Changing customer expectations, emergence of new off shore locations and new service providers delivering services through the cloud promise to shake up this industry going forward.

Indian IT-BPO Sector

Over the past decade, the Indian IT-BPO sector has emerged as country’s new growth engine. Creating benchmarks in terms of revenue growth, employment generation and value creation; it has become the global brand ambassador for India.

While the Indian IT industry matured over these years, the recent recessionary headwinds marked a paradigm shift in the way it needs to operate. The changing demand outlook, customer negotiations and requirements acted as a driver to build in greater efficiencies and flexibility within the service delivery and the business models. While the industry displayed tenacity and resilience, it also commenced working on its agenda to diversify beyond core offerings and markets through new business and pricing models. It equipped itself to provide end-to-end service offerings, transform the delivery process, innovate through research and development and drive inclusive growth in India by developing targeted solutions for the domestic market.

The Indian IT-BPO industry posted encouraging performance inthe current year. According to the estimates of Department of Information Technology, Government of India, the key highlights of the sector during the current year were:

• The revenue aggregate of IT-BPO industry was estimated to grow by over 5% and reach US$ 73.1 billion in the current year as compared to US$ 69.4 billion in the previous year

• The Indian software and services exports including ITeS-BPO exports was estimated at US$ 49.7 billion in the fiscal year 2009-10, as compared to US$ 47.1 billion in the previous year, recording an increase of 5.5%

• The IT services exports was estimated to be US$ 27.3 billion in the current year as compared to US$ 25.8 billion in the previous year, showing a growth of 5.8%

• ITeS-BPO exports was estimated to grow from US$ 11.7 billion in the previous year to US$ 12.4 billion in the current year, reflecting a growth of 6%

• The revenue from the domestic market (IT Services and ITeS-BPO) is also expected to grow to US$ 14 billion in the fiscal year 2009-10 as compared to US$ 12.8 billion in the previous year, recording a growth of about 9%

• The IT-ITeS industry’s contribution to the national GDP is estimated to marginally increase from 6.0% in the previous year to 6.1% in the current year

The US & UK remained the largest export markets, accounting for about 61% and 18% respectively in the current year. Over the past few years, revenue growth from the US had lagged other geographies. In the current year, the trend has reversed with this geographic region driving revenue growth. The impact of

recession has been felt the most in the US, and consequently cutting costs and increasing competitiveness through outsourcing is once again the focus here.

The Continental Europe and the UK have lagged overall revenue growth. Indian vendors are actively developing the Asia Pacific region and secured a growth rate of 10% in the current year. Japan and Middle East also offer significant untapped potential.

The total IT Software and Services employment is expected to reach 2.29 million in the fiscal year 2009-10 (excluding employment in Hardware sector), as against 2.20 million in the previous year, recording a growth of 4%. This represents a net addition of 90,000 professionals to the industry employee base during the year. The indirect employment attributed to the sector is estimated to be about 8.2 million. The industry has been a front-runner in diversity at the workplace with over 30% women employees. More than 60% of industry players employ differently abled people.

India has a 51% market share of the off-shoring market. There is tremendous headroom for growth as current off-shoring market is still a small part of the outsourcing industry. Significant opportunities exist in core verticals like BFSI and geographic segments like the US; and also in emerging geographic regions like Asia Pacific and verticals markets like retail, healthcare and Government. Development of these opportunities can triple the current addressable market and can lead the Indian IT-BPO revenues to about US$ 225 billion in 2020. The Industry also has the potential to transform India by harnessing information technology for inclusive growth .

IT enabled services will continue to show substantial growth in the fiscal year 2010-11. Domestic outsourcing shall continue to have a growth of over 35% in terms of numbers, but in all probability competition will be regulated by only a few operators due to high cost pressures in the telecom and BFSI segments. These two segments continue to rule the domestic BPO outsourcing, though health care is also fast emerging as a credible segment,

IMS/RIMS

With a global spend of over US$ 524 billion, Infrastructure Management presents a significantly large opportunity for services that can be delivered remotely. The market for RIM is estimated at US$ 96-104 billion after discounting Infrastructure Management spends in low-cost locations, defence and government sectors,

Small & Medium IT/ ITeS Providers: Revenues (Rs. Crores)

Source: Frost & Sullivan

FY10FY08

6693

3

FY09

7744

6 9061

2

FY11

1060

16

FY12

1240

39

small enterprises and the services that cannot be offshored. Out of which, Nasscom expects over US$ 26-28 billion to be realised by 2013. India is well positioned to garner about a half of this global opportunity by 2013.

Cloud Computing

Indian cloud computing poised to register a tenfold growth by 2015. The cloud computing market is US$ 110 million today, with Software as a Service (SaaS) estimated at US$ 66 million and Platform as a Service (PaaS) together with Infrastructure as a Service (IaaS) constituting the remaining US$ 44 million.

India-centric IT service companies are expected to represent 20% of the leading cloud aggregators globally, By 2012.

As cloud computing continues to gain momentum, more and more organisations will like to leverage its benefits. Cloud computing is slated to help CIOs and business unit heads in understanding and delineating the vendors, IT services, software and infrastructure components. Many Indian players have used transparency as an effective tool in building the confidence of overseas buyers in foreign IT service providers. It is important for India-centric providers to play a key role in developing cloud service offerings with greater transparency for achieving an even greater acceptance by CIOs and business unit leaders.

The R&D efforts of Indian vendors will speed up the development of cloud-based solutions. This will lead to more options resulting in heightened competition in the market. As always, the competition will result in a wider, deeper and enhanced offerings and accelerate the transition from traditional to industry-specific offerings and fuel the growth of utility and cloud-based services. Buyers — business unit teams and IT organisations—will be forced to separate unique business process areas that truly drive competitive advantage from those that simply deliver competitive parity. Organisations that can appropriately adopt newer utility and cloud-based offerings in select areas of their enterprises—with a heavy dose of strong risk management skills—will gain an important advantage within their peer-groups.

Small and Medium IT/ITeS Providers

Small and Medium sized providers of IT/ITeS contribute about US$ 18 billion and generate direct employment for about 700,000

people besides several million indirect employment. The Small and Medium IT/ITeS providers in India are integral to the growth engine of the industry in particular and the Indian Economy in general. The prevailing growth trends are expected to continue into the near future on account of the increasing maturity of this segment and the emergence of new opportunities.

REVIEW OF OPERATIONS

In a year that witnessed the global spend on IT products and services de-grow and the Indian IT BPO sector’s growth momentum moderate, Omnitech maintained its accelerated growth momentum. The Company performed ahead of the economy and even the industry and secured a topline growth of 25% and bottomline growth of 19% in the current year. More importantly, it continued to build a robust foundation for sustainable growth through the year. It further diversified its service offerings, expanded its global footprints and implemented everything it planned to do in the fiscal year 2009-10.

What helped Omnitech achieve what it achieved in a difficult year otherwise is a host of strengths it has intrinsically weaved into its DNA. Being led by competent techno-commercial professionals at the top, possessing a truly diverse service mix including some pioneering ones, practicing complete alignment with its customers’ objectives of cost efficiency and performance enhancement, and a purposed and evolving global footprint are some of the winning traits which Omnitech has cautiously built upon over the years.

In the testing times of recent global downturn and financial crisis, Omnitech leveraged all these strengths successfully to insulate itself from the turmoil and continued creating value for all its stakeholders. Omnitech remained agile to the macro-economic developments and went even closer to its customers in order to help them tackle the recessionary pressures effectively. Optimism, positivity and a resolve to bring more to customers at even lesser cost was practiced across the organisation. The Company looked at making the most of these testing times and took a quantum leap during the year under review.

Omnitech InfoSolutions Limited

Annual Report 2009-10 29

Key Operational Highlights

Leveraging Remote Infrastructure Management Services (RIMS): RIMS is the next growth engine. Omnitech has maintained a leadership position in the domain of Infrastructure Management Service (IMS). It has successfully leveraged the power of RIMS in shifting many of its clients from IMS to RIMS. RIMS is helping it engage customers over a longer term through multi-year contracts. RIMS being a non-linear model will help it scale up capacities at much lower cost. Omnitech is poised to aggressively explore the overseas business too through RIMS.

Business Continuity Services: Omnitech is the pioneer Indian Company to enter the Business Continuity Services domain. Being ready to respond to eventualities of any kind and tackle them successfully with least impact on the business is a sustainability challenge for companies globally. Natural calamities like the volcanic eruption, cyclonic disruptions, floods etc. are sensitising companies

to proactively adopt a contingent Business Continuity Plan. Adding to the growing awareness are the incidents of terror attacks.

Having unveiled its first Disaster Recovery (DR) center at Navi Mumbai in 2008, Omnitech opened its second DR center at Hyderabad in August, 2009. This center is a tier-III data center having 175 seats as of now and can be scaled up to 550 seats in future. Business Continuity and Disaster Recovery Services contributed 15% of revenue in the current year.

Launch of Payment and Settlement Solutions: Banks in India are aiming a complete migration of their RTGS function to Windows Server to comply with the directives of the Reserve Bank

thof India. With the deadline of 15 April 2010, all the banks are looking at making swift and fast migration. Omnitech launched its Payment and Settlement Solutions for Banks during the year. Omnitech provides end-to-end solutions on RTGS/NDS across the span of Hardware, Software, Services and Consulting. The Company has over twenty success stories in its folds from RTGS/NDS domain.

Redefining Business Enhancement Services: Having consolidated its service offerings across Business Availability and Business Continuity domains, Omnitech organised a host of its standalone services under Business Enhancement Services and added a third robust pillar after Business Availability and Business Continuity services. Its Business Enhancement suite includes technology optimisation services, domain expertise services, and total IT outsourcing to name a few.

JV With Attiva: The Company set up a JV with Attiva Services Pte. Ltd. of Singapore during the year. Attiva has proven strengths in the BFSI domain and this JV shall further strengthen Omnitech’s business in the segment. With Singapore added as a strategic location, the Company will leverage its non-BFSI offerings too in the promising pacific region. Omnitech has a 55% interest in this JV. The promoters of Attiva cumulatively have more than 60 man years of experience of working in BFSI sector.

Subsidiary at Netherlands: Omnitech successfully explored the business opportunities in Europe in the previous year and tasted initial success with few projects/clients. In order to intensify its presence and spread in the region, the Company set up a subsidiary in Netherlands during the current year.

Strategic Focus

Omnitech’s strategy is to stay aligned with its customers’ needs from their IT investment and infrastructure – across cost, efficiency, reliability and preventive aspects. In the fast evolving and changing spectrum of IT, it agilely tracks the concurrent trends and their future course with the customers’ interest at the core and keeps evolving and reinventing itself as a preferred partner for its customers. In order to maximise value for the enterprise and its various stakeholders, Omnitech keeps exploring ways and means to service more and more customers across more and more locations with its diverse bouquet of services. With an aim to facilitate its customers’ focus on their core businesses, it endeavours to offer end-to-end IT Infrastructure services to them.

Through the fiscal year 2009-10, the Company relentlessly worked on cost optimisation. It made a defined shift to non-linear model of remotely managing IT infrastructure of its clients and partially passed the cost benefits to its customers too. It stayed focussed on Small and Medium Sized Businesses (SMBs). With Omnitech on their side, these Companies don’t need to invest in a full time CIO and still derive most from their IT investments.

Europe was largely an unexplored market for Indian Companies operating in the managed IT Infrastructure services. Omnitech, with its non-linear RIMS model was amongst the first Indian companies to reach this market.

At a time when companies around were downsizing their talent pool, Omnitech conducted campus recruitment at best Business Schools of India. The Company approached its HR function from a long-term perspective and handpicked best available talent and oriented and aligned them with its key organisational goals at a time when recruiter were missing from these modern temples of talent.

Authorised Share Capital 2,000 2,000

Paid Up Capital 1,386 1,314

As on As onst st31 March, 2010 31 March, 2009

(Rs. in Lakhs)

Reserves & Surplus

During the year under review, the Share Premium Account increased by Rs. 1,118.44 Lakh on account of issue of 719,210 fresh equity shares. The Company credited Rs. 200 Lakh from profits to General Reserves. The balance retained in Profit & Loss Account post appropriation for proposed Dividend and Dividend Tax was Rs. 3,494.86 Lakh.

Equity Share Warrants

During the year under review, the Company issued 862,000 convertible warrants of Rs. 10 each. The warrants are convertible into shares at a premium of Rs. 112.59 per share and the conversion ratio is 1:1 for the same. The amount brought forward by the warrant holders was 25% of the conversion price i.e.Rs. 122.59 per share as per the provisions of SEBI guidelines on Preferential Allotment. Out of the 862,000 warrants issued 2,000 warrants have been exercised but Company has not issued the

stshares against the same till 31 March, 2010.

st stLoan Type 31 March, 2010 31 March, 2009

Cash Credit 1713.83 1481.81Term Loan 882.66 125.49Letter of Credit 755.01 497.42Packing Credit inForeign Currency 724.60 1216.38Working CapitalDemand Loan 300 0Vehicle Loan 15.39 1.48Total Loan Outstanding 4391.51 3322.59

(Rs. in Lakhs)

REVIEW OF FINANCIALS

Share Capital

Omnitech has only one class of shares – equity shares offace value of Rs. 10 each. The Company’s authorised share capital is Rs. 2,000 Lakh, sub-divided into 200 Lakh shares of Rs. 10 each. The paid-up capital of the Company is Rs. 1,385.84 Lakh divided into 138.58 Lakh shares of Rs. 10 each. During the year under review 719,210 new shares were issued pursuant to conversion of warrants at Rs. 165.51 per share.

Deferred Tax Liability

The Company reported cumulative net deferred tax liability ofRs. 902.35 Lakh as against Rs. 658.85 Lakh incurred in the previous fiscal year. Deferred Income taxes reflect the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years. The differences that result between the profit considered for income taxes and the profit as per the financial statements are identified, and thereafter a deferred tax asset or deferred tax liability is recorded for timing differences, namely the differences that originate in one accounting period and reverse in another, based on the tax effect of the aggregate amount being considered. The tax effect is calculated on the accumulated timing differences at the end of an accounting period based on prevailing enacted or substantially enacted regulations. Deferred tax assets are recognised only if there is reasonable certainty of their realisation and are reviewed for the appropriateness of their respective carrying values at each balance sheet date.

Secured Loans

During the year there was a net increase of Rs. 1,068.92 Lakh in Secured Loans. This increase was primarily due to additional term loans facility we acquired. The term loan facility was availed to fund our capex for the Hyderabad DR center.

Fixed Assets

Business Acquisition 45.50 45.50 0.00%Office Building 265.32 265.32 0.00%Land at MIDC 133.34 133.34 0.00%Land at Pune 283.61 283.61 0.00%Software and Software pro 36.06 36.06 0.00%Computer Systems 13845.12 7393.88 87.25%Furniture & Fixture 613.76 571.85 7.33%Office Equipments 40.15 37.78 6.29%Cars 52.42 28.51 83.87%Capital Expenditure 7.23 0.00 NAGross Block 15322.51 8795.85 74.20%Less: Accumulated Depreciation 3066.21 2007.30 52.75%Less: Provision for Impairments 6.10 6.10 0.00%Add: Work in progress 1385.97 793.49 74.67%Net Block 13636.17 7575.94 79.99%

st stAssets 31 March, 2010 31 March, 2009 Growth

(Rs. in Lakhs)

The increase in Computer systems and office equipments was mainly due to investments made in: • Technology refresh at Andheri office • Disaster Recovery Center at Hyderabad • Increase in Network Operations Center (NOC) capacity from 30 to120 seats

Omnitech InfoSolutions Limited

Annual Report 2009-10 29

Key Operational Highlights

Leveraging Remote Infrastructure Management Services (RIMS): RIMS is the next growth engine. Omnitech has maintained a leadership position in the domain of Infrastructure Management Service (IMS). It has successfully leveraged the power of RIMS in shifting many of its clients from IMS to RIMS. RIMS is helping it engage customers over a longer term through multi-year contracts. RIMS being a non-linear model will help it scale up capacities at much lower cost. Omnitech is poised to aggressively explore the overseas business too through RIMS.

Business Continuity Services: Omnitech is the pioneer Indian Company to enter the Business Continuity Services domain. Being ready to respond to eventualities of any kind and tackle them successfully with least impact on the business is a sustainability challenge for companies globally. Natural calamities like the volcanic eruption, cyclonic disruptions, floods etc. are sensitising companies

to proactively adopt a contingent Business Continuity Plan. Adding to the growing awareness are the incidents of terror attacks.

Having unveiled its first Disaster Recovery (DR) center at Navi Mumbai in 2008, Omnitech opened its second DR center at Hyderabad in August, 2009. This center is a tier-III data center having 175 seats as of now and can be scaled up to 550 seats in future. Business Continuity and Disaster Recovery Services contributed 15% of revenue in the current year.

Launch of Payment and Settlement Solutions: Banks in India are aiming a complete migration of their RTGS function to Windows Server to comply with the directives of the Reserve Bank

thof India. With the deadline of 15 April 2010, all the banks are looking at making swift and fast migration. Omnitech launched its Payment and Settlement Solutions for Banks during the year. Omnitech provides end-to-end solutions on RTGS/NDS across the span of Hardware, Software, Services and Consulting. The Company has over twenty success stories in its folds from RTGS/NDS domain.

Redefining Business Enhancement Services: Having consolidated its service offerings across Business Availability and Business Continuity domains, Omnitech organised a host of its standalone services under Business Enhancement Services and added a third robust pillar after Business Availability and Business Continuity services. Its Business Enhancement suite includes technology optimisation services, domain expertise services, and total IT outsourcing to name a few.

JV With Attiva: The Company set up a JV with Attiva Services Pte. Ltd. of Singapore during the year. Attiva has proven strengths in the BFSI domain and this JV shall further strengthen Omnitech’s business in the segment. With Singapore added as a strategic location, the Company will leverage its non-BFSI offerings too in the promising pacific region. Omnitech has a 55% interest in this JV. The promoters of Attiva cumulatively have more than 60 man years of experience of working in BFSI sector.

Subsidiary at Netherlands: Omnitech successfully explored the business opportunities in Europe in the previous year and tasted initial success with few projects/clients. In order to intensify its presence and spread in the region, the Company set up a subsidiary in Netherlands during the current year.

Strategic Focus

Omnitech’s strategy is to stay aligned with its customers’ needs from their IT investment and infrastructure – across cost, efficiency, reliability and preventive aspects. In the fast evolving and changing spectrum of IT, it agilely tracks the concurrent trends and their future course with the customers’ interest at the core and keeps evolving and reinventing itself as a preferred partner for its customers. In order to maximise value for the enterprise and its various stakeholders, Omnitech keeps exploring ways and means to service more and more customers across more and more locations with its diverse bouquet of services. With an aim to facilitate its customers’ focus on their core businesses, it endeavours to offer end-to-end IT Infrastructure services to them.

Through the fiscal year 2009-10, the Company relentlessly worked on cost optimisation. It made a defined shift to non-linear model of remotely managing IT infrastructure of its clients and partially passed the cost benefits to its customers too. It stayed focussed on Small and Medium Sized Businesses (SMBs). With Omnitech on their side, these Companies don’t need to invest in a full time CIO and still derive most from their IT investments.

Europe was largely an unexplored market for Indian Companies operating in the managed IT Infrastructure services. Omnitech, with its non-linear RIMS model was amongst the first Indian companies to reach this market.

At a time when companies around were downsizing their talent pool, Omnitech conducted campus recruitment at best Business Schools of India. The Company approached its HR function from a long-term perspective and handpicked best available talent and oriented and aligned them with its key organisational goals at a time when recruiter were missing from these modern temples of talent.

Authorised Share Capital 2,000 2,000

Paid Up Capital 1,386 1,314

As on As onst st31 March, 2010 31 March, 2009

(Rs. in Lakhs)

Reserves & Surplus

During the year under review, the Share Premium Account increased by Rs. 1,118.44 Lakh on account of issue of 719,210 fresh equity shares. The Company credited Rs. 200 Lakh from profits to General Reserves. The balance retained in Profit & Loss Account post appropriation for proposed Dividend and Dividend Tax was Rs. 3,494.86 Lakh.

Equity Share Warrants

During the year under review, the Company issued 862,000 convertible warrants of Rs. 10 each. The warrants are convertible into shares at a premium of Rs. 112.59 per share and the conversion ratio is 1:1 for the same. The amount brought forward by the warrant holders was 25% of the conversion price i.e.Rs. 122.59 per share as per the provisions of SEBI guidelines on Preferential Allotment. Out of the 862,000 warrants issued 2,000 warrants have been exercised but Company has not issued the

stshares against the same till 31 March, 2010.

st stLoan Type 31 March, 2010 31 March, 2009

Cash Credit 1713.83 1481.81Term Loan 882.66 125.49Letter of Credit 755.01 497.42Packing Credit inForeign Currency 724.60 1216.38Working CapitalDemand Loan 300 0Vehicle Loan 15.39 1.48Total Loan Outstanding 4391.51 3322.59

(Rs. in Lakhs)

REVIEW OF FINANCIALS

Share Capital

Omnitech has only one class of shares – equity shares offace value of Rs. 10 each. The Company’s authorised share capital is Rs. 2,000 Lakh, sub-divided into 200 Lakh shares of Rs. 10 each. The paid-up capital of the Company is Rs. 1,385.84 Lakh divided into 138.58 Lakh shares of Rs. 10 each. During the year under review 719,210 new shares were issued pursuant to conversion of warrants at Rs. 165.51 per share.

Deferred Tax Liability

The Company reported cumulative net deferred tax liability ofRs. 902.35 Lakh as against Rs. 658.85 Lakh incurred in the previous fiscal year. Deferred Income taxes reflect the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years. The differences that result between the profit considered for income taxes and the profit as per the financial statements are identified, and thereafter a deferred tax asset or deferred tax liability is recorded for timing differences, namely the differences that originate in one accounting period and reverse in another, based on the tax effect of the aggregate amount being considered. The tax effect is calculated on the accumulated timing differences at the end of an accounting period based on prevailing enacted or substantially enacted regulations. Deferred tax assets are recognised only if there is reasonable certainty of their realisation and are reviewed for the appropriateness of their respective carrying values at each balance sheet date.

Secured Loans

During the year there was a net increase of Rs. 1,068.92 Lakh in Secured Loans. This increase was primarily due to additional term loans facility we acquired. The term loan facility was availed to fund our capex for the Hyderabad DR center.

Fixed Assets

Business Acquisition 45.50 45.50 0.00%Office Building 265.32 265.32 0.00%Land at MIDC 133.34 133.34 0.00%Land at Pune 283.61 283.61 0.00%Software and Software pro 36.06 36.06 0.00%Computer Systems 13845.12 7393.88 87.25%Furniture & Fixture 613.76 571.85 7.33%Office Equipments 40.15 37.78 6.29%Cars 52.42 28.51 83.87%Capital Expenditure 7.23 0.00 NAGross Block 15322.51 8795.85 74.20%Less: Accumulated Depreciation 3066.21 2007.30 52.75%Less: Provision for Impairments 6.10 6.10 0.00%Add: Work in progress 1385.97 793.49 74.67%Net Block 13636.17 7575.94 79.99%

st stAssets 31 March, 2010 31 March, 2009 Growth

(Rs. in Lakhs)

The increase in Computer systems and office equipments was mainly due to investments made in: • Technology refresh at Andheri office • Disaster Recovery Center at Hyderabad • Increase in Network Operations Center (NOC) capacity from 30 to120 seats

Omnitech InfoSolutions Limited

Annual Report 2009-10 31

Long term investments consist of investments made in subsidiaries and Joint Ventures. We have invested Rs 171.64 Lakh for the Singapore Joint Venture, OSPL and Rs. 66.52 Lakh for wholly owned subsidiary Omnitech Technologies B.V., Netherlands.

Current Assets

The Company’s gross Debtors outstanding position stood atRs. 5,139.20 Lakh, down from Rs. 5,849.13 Lakh last year. Debtors mix also changed from 57% debtors over 6 months last year to 26% debtors over 6 month now. Cash and Bank balance increased from Rs. 284.93 Lakh to Rs. 386.13 Lakh. Majority of increase in Loans and Advances can be attributable to the increase inadvances to our suppliers to the tune of Rs. 1,400 Lakh. The higher inventory is because of our order book position, which stood atRs. 19,000 Lakh at end of FY10.

Investments

Short Term Investments 0.00 1341.14

Long Term Investments 258.52 48.81

a) Investment in Subsidiaries 251.10 45.00

b) Bombay Mercantile Co-Op Bank 3.81 3.81

c) FCD/PCD of Lloyd Finance 3.62 -

Total Investments 258.52 1,389.95

st stInvestments 31 March, 2010 31 March, 2009

(Rs. in Lakhs)

The decrease in Short Term Investments was due to deployment of entire IPO funds towards the objectives of the IPO as under:

Issue Related Expenses 0.0 405.0

Strategic Investments 870.5 960.0

Enhancement of existingfacility / New Centers 555.7 2135.0

Total 1426.2 3500.0

IPO Deployment During FY10 At End of FY10

(Rs. in Lakhs)

Receivables 5,139.19 5,849.12

Under 6 months period 74% 43%

Over 6 months period 26% 57%

Cash & Bank Balance 386.13 284.93

Inventories 2,871.13 1,400.05

Loans and Advances 3,552.58 1,663.25

Total Current Assets 11,949.04 9,197.36

31st March, 2010 31st March, 2009

(Rs. in Lakhs)

Revenue Analysis

Total Gross Income stood at Rs. 21,775.45 from Rs. 17,361.13 Lakh last year, higher by 25%. Income from Operations was substantially higher at Rs. 21,649.66 Lakh from Rs. 17,142.62 Lakh. Export sales stood at Rs. 4,671 Lakh. Other Income came down from Rs. 218.51 Lakh last year to Rs. 105.30 Lakh this year, this is

due to decrease in dividend income owing to redemption of short term investments.

Expenditure Analysis

Total Expenditure increased to Rs. 15,180.77 Lakh fromRs. 12,388.23 Lakh, an increase by 23%.

Increase in Total Expenditure was mainly due to the following reasons:

• Increase in material cost by 26%

• Increase in staff costs by 32%, the employee strength increased by 8% and the rest can be attributed to salary hike

• Increase in the finance cost by 22 %

Profit Analysis

Net Profit before tax increased to Rs. 5,028.80 Lakh fromRs. 4,177.89 Lakh, higher volumes helped the company post a20% rise in Profit before Tax. Company made a Tax provision ofRs. 1,089.84 Lakh for the current year as against Rs. 868.01 Lakh for previous year. Profit after Tax showed an improvement by19% at Rs. 3,938.95 Lakh. The PAT growth is less as comparedto revenue growth because of high depreciation charges ofRs. 1,565.89 Lakh this year against Rs. 795.02 Lakh incurred last year.

Dividend PolicythThe Company declared 6 consecutive annual dividend this year.

The rate of dividend stands at 15% vs. 12% last year. The Company provided Rs. 243.21 Lakh compared to Rs. 184.47 Lakh last year for final dividend and dividend tax. The dividend payout ratio improved to 5.46%, against 4.78% last year. We have been conservative in our dividend distribution policy given we stare at a huge capex in next 2 years.

HUMAN RESOURCE MANAGEMENT

The human capital has been the most vital constituent of Omnitech’s evolution and growth. Being led by techno-commercial professionals at the top, the company has practiced apeople-centric HR approach which aims at attracting, developing and rewarding talent. At Omnitech, people constitute the brand and are themselves the best brand ambassadors.

Omnitech recruits fresh talent from leading institutions in the realm of technical and business education. The recruits from these institutions are oriented into the Company through a structured

orientation program. A participative career development program is evolved around every individual and enough attention is paid to the individual learning and skill development needs of employees.

Intensive training and development of its human capital has been instrumental in the impressive growth of the Company in recent years. During the year under review, the Company spent more than 5000 man hours in training initiatives across the organisation.

Omnitech’s healthy work environment fosters the spirit of participation, collaboration and ownership across the rank and file of the Company. Various recognition and rewards boost the competitive spirit and morale of employees. Omnitech’s approach to employees is the one that cares. The effectiveness of Company’s Human Resource management gets reflected in the impressive retention rate of over 90% – much higher than the industry average.

The workplace houses gymnasium, meditation room and recreation center for employees. The Company offers soft benefits like travel, medical and accommodation benefits to employees.

Company employee pool reflects an efficient blend of young talent and experienced managers. The human resource pool of the Company has an average experience of over 3 years and the

staverage age of this pool is 28 years. As on 31 March, 2010, the Company employed 847 employees, 677 of them being professionals with technical qualification and remaining 170 being the support staff.

OPPORTUNITIES & THREATS

Being part of the Indian IT industry, Omnitech’s opportunities and threats are similar to those facing the industry itself. However, Omnitech’s ability to sense the opportunity early and its agility to counter threats sets it ahead of many of its peers.

Omnitech views the RIMS space, DR/BC, Cloud Computing and domain-specific services in addition to recently reached geographies of Europe and Far East to form its key opportunities in coming years. Its pursuit of inorganic growth agenda and ability to offer single window end-to-end solutions empower it to benefit from the rage of opportunities it faces.

At a time when Omnitech is set to transform itself from a small-sized India-centric IT player to a mid-sized transnational IT player,

its set of threats are well identified and addressed. Its key threats (or challenges as Omnitech prefers to view them as) emanate from possible attrition at the key management levels, the cultural differences amongst its various global teams and its ability to infuse financial and human capital required to fund its growth. With a well-defined strategy to address these threats, Omnitech is poised to achieve multiplier growth over coming years.

RISK MANAGEMENT

The business domain of IT products and services is a fast evolving and changing business. Human Capital is the most critical asset in the business of IT. In addition to the usual risks faced by any business, the specific risks facing the business of IT emanate from the speed of evolution and people-centricity.

With Omnitech’s business being in the realm of IT, the set of risks it faces are similar to those faced by the IT industry. The Company, however, has a definite set of practices and strategies in place to mitigate various risks facing its business. Company’s diverse bouquet of offerings are organised under Business Availability, Business Continuity, and Business Enhancement. The diversity of these offerings translates into set of unique risks to each of them. Yet, at company level, they provide cushion for one another.

Revenue Concentration risk

The Company's top 10 clients account for 55% of its total revenue. Any attrition in the key clientele might have adverse impact on its revenue growth.

Omnitech has a proven track record of retaining key clients with some of the relations going back up to 20 years. However, the Company has cautiously been minimising its dependence on select clients by diversifying its clientele across various business verticals. Its recent initiatives on securing inorganic growth will help it address the said risk in coming years. From top 10 clients’ contribution to total revenue being 66% in FY 07, the Company has already lowered its dependence on them to the current levels.

Attrition risk

Omnitech’s business currently is in accelerated growth phase and attritions at key levels might adversely impact its prospects.

Being promoted and led by techno-commercial professionals, Omnitech values talent and engages it with effective and efficient talent management policies and programs. Omnitech acknowledges the value of its key people by offering ESOP to members of its Core Executive Committee, Key Management Personnel and even to rising stars. Transcending the usual employment considerations, the members of its key team shape and share Company’s vision and work towards realising them. While shared vision binds the members together, Omnitech continues to create future leaders from within and maintains a robust second line.

Competition risk

The Company operates in a competitive environment of managed IT services and face competition from the established organised players as well as the fragmented unorganised segment.

Employee Count (FY 10)

Q 1 Q 3 Q 4Q 2

850

800

750

700

650

Omnitech InfoSolutions Limited

Annual Report 2009-10 31

Long term investments consist of investments made in subsidiaries and Joint Ventures. We have invested Rs 171.64 Lakh for the Singapore Joint Venture, OSPL and Rs. 66.52 Lakh for wholly owned subsidiary Omnitech Technologies B.V., Netherlands.

Current Assets

The Company’s gross Debtors outstanding position stood atRs. 5,139.20 Lakh, down from Rs. 5,849.13 Lakh last year. Debtors mix also changed from 57% debtors over 6 months last year to 26% debtors over 6 month now. Cash and Bank balance increased from Rs. 284.93 Lakh to Rs. 386.13 Lakh. Majority of increase in Loans and Advances can be attributable to the increase inadvances to our suppliers to the tune of Rs. 1,400 Lakh. The higher inventory is because of our order book position, which stood atRs. 19,000 Lakh at end of FY10.

Investments

Short Term Investments 0.00 1341.14

Long Term Investments 258.52 48.81

a) Investment in Subsidiaries 251.10 45.00

b) Bombay Mercantile Co-Op Bank 3.81 3.81

c) FCD/PCD of Lloyd Finance 3.62 -

Total Investments 258.52 1,389.95

st stInvestments 31 March, 2010 31 March, 2009

(Rs. in Lakhs)

The decrease in Short Term Investments was due to deployment of entire IPO funds towards the objectives of the IPO as under:

Issue Related Expenses 0.0 405.0

Strategic Investments 870.5 960.0

Enhancement of existingfacility / New Centers 555.7 2135.0

Total 1426.2 3500.0

IPO Deployment During FY10 At End of FY10

(Rs. in Lakhs)

Receivables 5,139.19 5,849.12

Under 6 months period 74% 43%

Over 6 months period 26% 57%

Cash & Bank Balance 386.13 284.93

Inventories 2,871.13 1,400.05

Loans and Advances 3,552.58 1,663.25

Total Current Assets 11,949.04 9,197.36

31st March, 2010 31st March, 2009

(Rs. in Lakhs)

Revenue Analysis

Total Gross Income stood at Rs. 21,775.45 from Rs. 17,361.13 Lakh last year, higher by 25%. Income from Operations was substantially higher at Rs. 21,649.66 Lakh from Rs. 17,142.62 Lakh. Export sales stood at Rs. 4,671 Lakh. Other Income came down from Rs. 218.51 Lakh last year to Rs. 105.30 Lakh this year, this is

due to decrease in dividend income owing to redemption of short term investments.

Expenditure Analysis

Total Expenditure increased to Rs. 15,180.77 Lakh fromRs. 12,388.23 Lakh, an increase by 23%.

Increase in Total Expenditure was mainly due to the following reasons:

• Increase in material cost by 26%

• Increase in staff costs by 32%, the employee strength increased by 8% and the rest can be attributed to salary hike

• Increase in the finance cost by 22 %

Profit Analysis

Net Profit before tax increased to Rs. 5,028.80 Lakh fromRs. 4,177.89 Lakh, higher volumes helped the company post a20% rise in Profit before Tax. Company made a Tax provision ofRs. 1,089.84 Lakh for the current year as against Rs. 868.01 Lakh for previous year. Profit after Tax showed an improvement by19% at Rs. 3,938.95 Lakh. The PAT growth is less as comparedto revenue growth because of high depreciation charges ofRs. 1,565.89 Lakh this year against Rs. 795.02 Lakh incurred last year.

Dividend PolicythThe Company declared 6 consecutive annual dividend this year.

The rate of dividend stands at 15% vs. 12% last year. The Company provided Rs. 243.21 Lakh compared to Rs. 184.47 Lakh last year for final dividend and dividend tax. The dividend payout ratio improved to 5.46%, against 4.78% last year. We have been conservative in our dividend distribution policy given we stare at a huge capex in next 2 years.

HUMAN RESOURCE MANAGEMENT

The human capital has been the most vital constituent of Omnitech’s evolution and growth. Being led by techno-commercial professionals at the top, the company has practiced apeople-centric HR approach which aims at attracting, developing and rewarding talent. At Omnitech, people constitute the brand and are themselves the best brand ambassadors.

Omnitech recruits fresh talent from leading institutions in the realm of technical and business education. The recruits from these institutions are oriented into the Company through a structured

orientation program. A participative career development program is evolved around every individual and enough attention is paid to the individual learning and skill development needs of employees.

Intensive training and development of its human capital has been instrumental in the impressive growth of the Company in recent years. During the year under review, the Company spent more than 5000 man hours in training initiatives across the organisation.

Omnitech’s healthy work environment fosters the spirit of participation, collaboration and ownership across the rank and file of the Company. Various recognition and rewards boost the competitive spirit and morale of employees. Omnitech’s approach to employees is the one that cares. The effectiveness of Company’s Human Resource management gets reflected in the impressive retention rate of over 90% – much higher than the industry average.

The workplace houses gymnasium, meditation room and recreation center for employees. The Company offers soft benefits like travel, medical and accommodation benefits to employees.

Company employee pool reflects an efficient blend of young talent and experienced managers. The human resource pool of the Company has an average experience of over 3 years and the

staverage age of this pool is 28 years. As on 31 March, 2010, the Company employed 847 employees, 677 of them being professionals with technical qualification and remaining 170 being the support staff.

OPPORTUNITIES & THREATS

Being part of the Indian IT industry, Omnitech’s opportunities and threats are similar to those facing the industry itself. However, Omnitech’s ability to sense the opportunity early and its agility to counter threats sets it ahead of many of its peers.

Omnitech views the RIMS space, DR/BC, Cloud Computing and domain-specific services in addition to recently reached geographies of Europe and Far East to form its key opportunities in coming years. Its pursuit of inorganic growth agenda and ability to offer single window end-to-end solutions empower it to benefit from the rage of opportunities it faces.

At a time when Omnitech is set to transform itself from a small-sized India-centric IT player to a mid-sized transnational IT player,

its set of threats are well identified and addressed. Its key threats (or challenges as Omnitech prefers to view them as) emanate from possible attrition at the key management levels, the cultural differences amongst its various global teams and its ability to infuse financial and human capital required to fund its growth. With a well-defined strategy to address these threats, Omnitech is poised to achieve multiplier growth over coming years.

RISK MANAGEMENT

The business domain of IT products and services is a fast evolving and changing business. Human Capital is the most critical asset in the business of IT. In addition to the usual risks faced by any business, the specific risks facing the business of IT emanate from the speed of evolution and people-centricity.

With Omnitech’s business being in the realm of IT, the set of risks it faces are similar to those faced by the IT industry. The Company, however, has a definite set of practices and strategies in place to mitigate various risks facing its business. Company’s diverse bouquet of offerings are organised under Business Availability, Business Continuity, and Business Enhancement. The diversity of these offerings translates into set of unique risks to each of them. Yet, at company level, they provide cushion for one another.

Revenue Concentration risk

The Company's top 10 clients account for 55% of its total revenue. Any attrition in the key clientele might have adverse impact on its revenue growth.

Omnitech has a proven track record of retaining key clients with some of the relations going back up to 20 years. However, the Company has cautiously been minimising its dependence on select clients by diversifying its clientele across various business verticals. Its recent initiatives on securing inorganic growth will help it address the said risk in coming years. From top 10 clients’ contribution to total revenue being 66% in FY 07, the Company has already lowered its dependence on them to the current levels.

Attrition risk

Omnitech’s business currently is in accelerated growth phase and attritions at key levels might adversely impact its prospects.

Being promoted and led by techno-commercial professionals, Omnitech values talent and engages it with effective and efficient talent management policies and programs. Omnitech acknowledges the value of its key people by offering ESOP to members of its Core Executive Committee, Key Management Personnel and even to rising stars. Transcending the usual employment considerations, the members of its key team shape and share Company’s vision and work towards realising them. While shared vision binds the members together, Omnitech continues to create future leaders from within and maintains a robust second line.

Competition risk

The Company operates in a competitive environment of managed IT services and face competition from the established organised players as well as the fragmented unorganised segment.

Employee Count (FY 10)

Q 1 Q 3 Q 4Q 2

850

800

750

700

650

Omnitech InfoSolutions Limited

Annual Report 2009-10 33

FUTURE OUTLOOK

With the apparent weakening recessionary headwinds, global spends on technology products and services are forecasted to return on growth path. The Indian Economy also appears to be heading towards a GDP growth phase of 8.5-9% in the coming year. Organisations across the geographic and business verticals are likely to extract more from their IT spends.

Omnitech’s key customer promise remains to deliver more from their IT Infrastrucure - on dual aspects of efficiency and cost. This key promise has been the decisive differentiator for Omnitech and has helped it defy the industry trends even in testing times and grow at a comparable and even faster rate than its peers.

Omnitech’s revenues have recorded a robust CAGR in excess of 40% and net profits have grown at a CAGR of over 55% in the last five years. Over the same period, it has built a robust growth foundation with enhanced talent quotient, diverse service quotient, widespread geographic quotient and an enviable reliability quotient.

Omnitech continues to be in an aggressive growth phase and its growth curve is reaching an inflection point. It is pursuing an aggressive organic growth guidance of revenues. At the same time, it is rightly equipped to multiply its growth with slew of inorganic avenues including recent and future alliances and acquisitions. Its Business Continuity Services business shall grow at a much faster rate than it has clocked in the recent past. The export revenues shall multiply with enhanced contribution from relatively new geographies including Europe and Far East. The faster migration of its onside customers to remote platform of delivery will add to the prospects not only in instant term but also over mid and longer terms, courtesy the multi-year engagement contracts that RIMS entails.

To sum it up, Omnitech’s future outlook remains promising with exponential growth opportunities.

The Company has carefully chosen niche domains and built a formidable reputation, clientele and scale in each of them. It continues looking at unexplored segments and geographies and approaches them with a definitive plan. Its fortification in the SME segment, pioneering entry and subsequent growth in Disaster Recovery domain and ahead of competition penetration in European markets bear testimony to its ability to stay ahead of competition.

Outsourced Service Risk

The Company deploys third-party services to service clients at remote locations. Any deficit in service quality from these vendors might adversely impact Company’s reputation

The Company screens its partners on pre-defined parameters and practices utmost care in choosing the right partners. Once the partner is engaged, it orients the partner and its frontline personnel through a structured programme. They are aligned with Company values and customer-centricity before being deployed. A close monitoring of their performance is done on periodic basis.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

Omnitech’s approach towards internal control is aimed at optimising resources at one hand and protecting its assets on the other. The Company deploys a robust system of internal controls that facilitates the accurate and timely compilation of financial statements and management reports; ensures the regulatory and statutory compliance; and safeguards investors’ interest by ensuring highest level of governance and periodical communication with investors. Company’s internal auditorsM/s Ganesh Jagadeesh & Co. conduct internal audits and submit reports to the Audit Committee.

On monthly basis, meeting is held with internal auditor, wherein all the department personnel and the Company Secretary take participation. In the meeting, observations made by auditors are discussed and the department personnel are asked what measures they have taken to rectify the discrepancies. Further, if any serious discrepancy is found out by the internal auditors during their audit, which requires immediate attention of Management, the same is brought to the notice of the Company Secretary, who has been entrusted with the task of looking after internal audit function and immediate action is taken thereon.

Omnitech’s Audit Committee consists of three directors and is chaired by an Independent Director. The role and terms of reference of the Audit Committee include overseeing the Company’s financial reporting process, reviewing periodic financial results, financial statements, internal control and internal audit systems, accounting policies and practices, related party transactions and performance of internal and external auditors.

The committee also holds discussions with statutory auditors, internal auditors and the management on matters pertaining to internal controls, auditing and financial reporting periodically.

Annual Report 2009-10 33

The Members of

Omnitech InfoSolutions Limited

Your Directors have pleasure in presenting the 20th Annual Report together with the audited accounts of the company for the year endedst 31 March 2010.

I. FINANCIAL HIGHLIGHTS:stThe Performance of the Company for the financial year ended 31 March 2010 is summarised below:

II. REVIEW OF PERFORMANCE

a. Operating Results:Your Company continued to achieve strong and desired growth in the financial year 2009-10 into international as well as domestic markets. In the current slowdown where companies were looking at reducing costs, your Company offered its customers a solution that can help them to reduce the costs substantially and this has helped your Company to post a healthy growth rate in spite of the current economic downturn. It has also helped your Company to renew most of the contracts with existing customers.

During the Year, your Company achieved Income from Operations amounting to Rs. 21649.66 Lakhs as compared toRs. 17142.62 Lakhs in the previous year thereby recording an increase of 26.29%. The Net Profit after tax (PAT) for the year wasRs. 3938.95 Lakhs as compared to Rs. 3309.89 Lakhs in the previous year, thereby an increase of 19.01%

b. Financing Cost:The Finance Cost has increased by Rs. 83.41 Lakhs as compared to the previous year, which is mainly due to raising of additional working capital facility for covering up the increase in Gross Sales.

III. DIVIDENDstYour Board of Directors recommend Dividend @ 15% i.e. Rs 1.50 per equity share for the year ended 31 March, 2010. Dividend as

recommended if declared will absorb Rs. 207.88 Lakhs for the payment to the shareholders and Rs. 35.33 Lakhs as Corporate Dividend Tax.

IV. FIXED DEPOSITSYour company has not accepted or invited any deposits from the public during the year.

V. SUBSIDIARY COMPANIESstThe Company has the following 3 subsidiaries as on 31 March, 2010:

1. Omnitech Technologies Inc. USA

2. Europe Omnitech Technology Services B.V., Netherlands

3. Omnitech Services Pte. Ltd., Singapore

As required under the provisions of Section 212 of the Companies Act, 1956, a statement showing the holding company’s interest in the subsidiary companies forms part of the Annual Report.

The operational performance of the Subsidiaries during the year has been as per the projections anticipated by your company.

VI. CONSOLIDATED FINANCIAL STATEMENTSYour Directors have pleasure in presenting Consolidated Financial Statements which form part of the Annual Report.

Directors’ Report

(Rs. in Lakhs)

Income from Operations 21649.66 17142.62

Profit before Interest, Depreciation and Tax (PBIDT) 7057.12 5351.94

Interest including Finance Expenses 462.45 379.04

Depreciation 1565.89 795.01

Profit before Tax (PBT) 5028.79 4177.88

Provision for Taxation including Deferred Tax 1089.84 868.00

Profit after Tax (PAT) 3938.95 3309.89

Balance brought forward from previous year 7150.61 4110.19

Amount Available for Appropriation 11089.56 7420.08

Appropriations:

Proposed Dividend 207.88 157.67

Dividend Tax 35.33 26.80

General Reserve 200.89 85.00

Balance Carried Forward to Balance Sheet 10645.46 7150.61

Particulars 2009-10 2008-09

Omnitech InfoSolutions Limited

Annual Report 2009-10 35

VII. STATUS OF UTILISATION OF FUNDS RAISED IN PUBLIC ISSUEstStatus of utilization of Funds raised by your Company in Public Issue as on 31 March, 2010 forms part of Notes to Accounts.

VIII. QUALITYYour company recognizes quality as an important differentiator in industry. Therefore, it has well defined stringent quality standards with customer focus and management commitment and involvement across hierarchies. During the Year, your company has been certified for ISO 9001:2008. ISO 9001:2008 Certification reflects that your company has well defined Quality processes and procedures in place, which lead to total customer satisfaction as regards Quality Management.

Further, your company is on the way to get certified for the following Certifications:

(a) ISO 20000:2005 Certification - reflects the level of best practices followed by the Company in relation to IT Service Management.

(b) ISO 27001:2005 Certification - reflects that the Company has well defined Internal Security Management System thereby maintaining high level of Confidentiality of Customer Data.

(c) BS 25999:2007 Certification - reflects the resilient infrastructure possessed by the Company in relation to Business Continuity Management.

IX. HUMAN RESOURCESYour company’s HR policies and processes are aligned to effectively drive its expanding business and emerging opportunities. This has been achieved by continuously investing in learning and development programs, creating an employee-friendly work environment, empowering employees at all levels and maintaining well-structured reward and recognition mechanisms. Your company recognizes its employees as Key Assets and strives to retain and attract them.

stYour company employed a total 872 employees as on 31 March, 2010. During the year, your company took various initiatives to help the employees grow their career. During the year, your company organized various Learning and Development programs for its employees such as Conflict Management, Inter-departmental Communication Skills etc. During the year, your Company constituted two forums among the employees Viz., Key Managerial Personnel (KMP) and Rising Star Forums. The objective behind the constitution of these two forums was to provide the employees a platform to interact and discuss various ideas, suggestions relating to company’s operations, which will ultimately help the employees to improve their communication skills and also give them opportunity to actively participate towards the growth ofthe Company.

During the year, your company launched Omnitech Employees’ Stock Option Scheme, 2009 to reward the talented employees. During the Year, your company organized Dusshera Puja, Holi and various sports events and small get togethers to combine fun with work.

Your company has approached various top notch B Schools, technical schools and colleges across the country. Today the company is one of the preferred places to work for professionals across the country.

X. AWARDS & RECOGNITIONSDuring the year, your Company was awarded with the following:

1. Best SME for Corporate Governance 2009 from Business Today

2. Deloitte Technology Fast 500 Asia- Pacific 2009

3. Deloitte Technology Fast 50 India 2009

4. The Channel World Premier 100 Awards-2010

5. Specialty Continuity Recovery Company of the year 2009 award from BCI – UK

6. Microsoft Best Breath Partner Award- 2009-10

XI. CORPORATE GOVERNANCEA report on Corporate Governance along with Auditors’ certificate on compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement, is provided elsewhere in the Annual report.

XII. CORPORATE SOCIAL RESPONSIBILITYYour Company believes that society is one of its important stakeholders and approaches its social responsibility as a corporate citizen. Reaffirming its role as a contributing member of the social and economic milieu it occupies, the Company aligns its business operations with social values. As a responsible corporate citizen, the Company is committed to extend its hand in areas of education, healthcare, etc to the under privileged people. During the year, your company participated in various forums for creating awareness for Disaster Management. Your Company continued to distribute booklets containing guidelines on how to act in case of emergency. As a part of Corporate Social Responsibility, your company organised Eye Testing Camp for employees and their families.

XIII. DIRECTORSIn terms of the Articles of Association of your Company, Mr. Avinash Pitale, Executive Director and Mr. Devarshi Buch, Executive Director of your Company retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Brief Resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas, the names of the Companies in which they hold Directorships & memberships/chairmanships of Board Committees and their shareholdings in the Company, as stipulated underClause 49 of the Listing Agreements with the Stock Exchanges in India, are provided in the Notice of Annual General Meeting.

XIV. AUDITORS REPORTThe observations made in the Auditors’ report are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Your Directors request you to appoint Auditors for the Financial Year 2010-11. In this regard, attention of the Members is invited to Item No. 5 of the accompanying Notice convening forthcoming Annual General Meeting.

XV. STATUTORY INFORMATIONThe particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of continued Particulars in the Report of Board of Directors) Rules, 1988, are set out in the Annexure 'A' to this report.

As required by the provisions of Section 217 (2A) of the Companies Act, 1956 as amended, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of the employees are set out in the Annexure 'B' to this report.

As required by SEBI (ESOP & ESOS) Guidelines, 1999, the relevant disclosure is set out in the Annexure ‘C’ to this report.

XVI. DIRECTORS’ RESPONSIBILITY STATEMENTBased on representations from the Management, the Directors state, in pursuance of Section 217 (2AA) of the Companies Act, 1956, that:

st(a) the Company has, in the preparation of the annual accounts for the year ended 31 March 2010, followed the applicable accounting standards along with proper explanations relating to material departures, if any;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are streasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2010 and of the profit of

stthe Company for the financial year ended 31 March 2010;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) the Directors have prepared the annual accounts on a going concern basis.

XVII. ACKNOWLEDGEMENTSYour Directors take this opportunity to thank all the Shareholders, Customers, Vendors, Bankers, and Regulatory & Government Authorities for the strong support that they have continued to extend to your Company.

The Board also take this opportunity to place on record its appreciation of the outstanding performance and dedication of your Company's employees at all levels, without whose commitment the achievement of results as indicated above could not have been possible.

By Order of the Board of DirectorsOmnitech InfoSolutions Limited

Sd/- Sd/-Place : Mumbai (Atul Hemani) (Avinash Pitale)Date : 18.05.2010 Managing Director Executive Director

Omnitech InfoSolutions Limited

Annual Report 2009-10 35

VII. STATUS OF UTILISATION OF FUNDS RAISED IN PUBLIC ISSUEstStatus of utilization of Funds raised by your Company in Public Issue as on 31 March, 2010 forms part of Notes to Accounts.

VIII. QUALITYYour company recognizes quality as an important differentiator in industry. Therefore, it has well defined stringent quality standards with customer focus and management commitment and involvement across hierarchies. During the Year, your company has been certified for ISO 9001:2008. ISO 9001:2008 Certification reflects that your company has well defined Quality processes and procedures in place, which lead to total customer satisfaction as regards Quality Management.

Further, your company is on the way to get certified for the following Certifications:

(a) ISO 20000:2005 Certification - reflects the level of best practices followed by the Company in relation to IT Service Management.

(b) ISO 27001:2005 Certification - reflects that the Company has well defined Internal Security Management System thereby maintaining high level of Confidentiality of Customer Data.

(c) BS 25999:2007 Certification - reflects the resilient infrastructure possessed by the Company in relation to Business Continuity Management.

IX. HUMAN RESOURCESYour company’s HR policies and processes are aligned to effectively drive its expanding business and emerging opportunities. This has been achieved by continuously investing in learning and development programs, creating an employee-friendly work environment, empowering employees at all levels and maintaining well-structured reward and recognition mechanisms. Your company recognizes its employees as Key Assets and strives to retain and attract them.

stYour company employed a total 872 employees as on 31 March, 2010. During the year, your company took various initiatives to help the employees grow their career. During the year, your company organized various Learning and Development programs for its employees such as Conflict Management, Inter-departmental Communication Skills etc. During the year, your Company constituted two forums among the employees Viz., Key Managerial Personnel (KMP) and Rising Star Forums. The objective behind the constitution of these two forums was to provide the employees a platform to interact and discuss various ideas, suggestions relating to company’s operations, which will ultimately help the employees to improve their communication skills and also give them opportunity to actively participate towards the growth ofthe Company.

During the year, your company launched Omnitech Employees’ Stock Option Scheme, 2009 to reward the talented employees. During the Year, your company organized Dusshera Puja, Holi and various sports events and small get togethers to combine fun with work.

Your company has approached various top notch B Schools, technical schools and colleges across the country. Today the company is one of the preferred places to work for professionals across the country.

X. AWARDS & RECOGNITIONSDuring the year, your Company was awarded with the following:

1. Best SME for Corporate Governance 2009 from Business Today

2. Deloitte Technology Fast 500 Asia- Pacific 2009

3. Deloitte Technology Fast 50 India 2009

4. The Channel World Premier 100 Awards-2010

5. Specialty Continuity Recovery Company of the year 2009 award from BCI – UK

6. Microsoft Best Breath Partner Award- 2009-10

XI. CORPORATE GOVERNANCEA report on Corporate Governance along with Auditors’ certificate on compliance with the conditions of Corporate Governance as stipulated in clause 49 of the listing agreement, is provided elsewhere in the Annual report.

XII. CORPORATE SOCIAL RESPONSIBILITYYour Company believes that society is one of its important stakeholders and approaches its social responsibility as a corporate citizen. Reaffirming its role as a contributing member of the social and economic milieu it occupies, the Company aligns its business operations with social values. As a responsible corporate citizen, the Company is committed to extend its hand in areas of education, healthcare, etc to the under privileged people. During the year, your company participated in various forums for creating awareness for Disaster Management. Your Company continued to distribute booklets containing guidelines on how to act in case of emergency. As a part of Corporate Social Responsibility, your company organised Eye Testing Camp for employees and their families.

XIII. DIRECTORSIn terms of the Articles of Association of your Company, Mr. Avinash Pitale, Executive Director and Mr. Devarshi Buch, Executive Director of your Company retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Brief Resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas, the names of the Companies in which they hold Directorships & memberships/chairmanships of Board Committees and their shareholdings in the Company, as stipulated underClause 49 of the Listing Agreements with the Stock Exchanges in India, are provided in the Notice of Annual General Meeting.

XIV. AUDITORS REPORTThe observations made in the Auditors’ report are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Your Directors request you to appoint Auditors for the Financial Year 2010-11. In this regard, attention of the Members is invited to Item No. 5 of the accompanying Notice convening forthcoming Annual General Meeting.

XV. STATUTORY INFORMATIONThe particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of continued Particulars in the Report of Board of Directors) Rules, 1988, are set out in the Annexure 'A' to this report.

As required by the provisions of Section 217 (2A) of the Companies Act, 1956 as amended, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of the employees are set out in the Annexure 'B' to this report.

As required by SEBI (ESOP & ESOS) Guidelines, 1999, the relevant disclosure is set out in the Annexure ‘C’ to this report.

XVI. DIRECTORS’ RESPONSIBILITY STATEMENTBased on representations from the Management, the Directors state, in pursuance of Section 217 (2AA) of the Companies Act, 1956, that:

st(a) the Company has, in the preparation of the annual accounts for the year ended 31 March 2010, followed the applicable accounting standards along with proper explanations relating to material departures, if any;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are streasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2010 and of the profit of

stthe Company for the financial year ended 31 March 2010;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) the Directors have prepared the annual accounts on a going concern basis.

XVII. ACKNOWLEDGEMENTSYour Directors take this opportunity to thank all the Shareholders, Customers, Vendors, Bankers, and Regulatory & Government Authorities for the strong support that they have continued to extend to your Company.

The Board also take this opportunity to place on record its appreciation of the outstanding performance and dedication of your Company's employees at all levels, without whose commitment the achievement of results as indicated above could not have been possible.

By Order of the Board of DirectorsOmnitech InfoSolutions Limited

Sd/- Sd/-Place : Mumbai (Atul Hemani) (Avinash Pitale)Date : 18.05.2010 Managing Director Executive Director

Omnitech InfoSolutions Limited

Annual Report 2009-10 37

Annexure ‘A’ to the Directors’ Report

Particulars as prescribed under section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

1. Details of Conservation of EnergyYour Company's operations consume very low levels of energy. It is pleasure to announce that your company's technology center has latest technology energy management system based on human occupancy. As the cost of energy consumed by the Company forms a very small portion of the total costs, the impact of changes in energy cost on total cost is insignificant.

2. Technology AbsorptionYour company is a technology driven organization and understands the importance of acquisition of technical expertise from time to time. It has successfully built such expertise over a period of time and shall continue with emerging technologies to be on a leading edge to offer its customers the state of art solutions. Your Company has concentrated on Banking, Financial Services and Insurance (BFSI), IT & ITES, Manufacturing and Retails as vertical industry, which demand continuous research and development in the areas of business analysis, developments, upgrades. Focused efforts have been put into consulting, deployment and management methodologies and tools to help your Company to deliver the best of solutions to customers. Your company has unique proprietary methodology “APDIMA” (Assess, Plan, Design, Implement, Manage and Audit) for technology practices to deliver such solutions.

a) As part of its Continuous Improvement Program, company has formed core team of highly skilled professionals having expertise in functional as well technical areas. This team aims at improvement of business processes, technologies and people productivity. Your company carries out methodical surveys, market research programs and also participates with global technology leaders to identify and track the new trends.

Your company has been a niche player in the areas of IT Infrastructure management, application Management and Performance management space and to remain leader in this space, your company continues to invest further to develop technology products, technical skills and processes. The core team works closely with technology partners to derive implied benefits of their technology. Your company has now world-class labs at its technology center to develop and design the technology products. This core team is currently focusing on development and enhancement of tools for Infrastructure management and performance management area.

OmniMonitor - An infrastructure and application monitoring appliance has been deployed for various customers for remotemonitoring services. This is further enhanced with feature to monitor infrastructure and SAP application in the current year to caterto manufacturing segment.

Team of experts is further working on developing the accelerators/tools for automation of performance management.

b) Benefits derived as a result of the above R&D:The new technologies and skill sets available with your Company have resulted in development of Intellectual Property (IP) products. These products help your company to offer unique proposition to global customers and also help to derive competitive advantage to win over its competitors. Such products when blended with technology services help your company to save from license costs of various other tools which would have to be used otherwise. Development of software tools and components help your company to offer world-class application solutions in lesser time and most competitive ways. Such tools also enable your company to differentiate from competitors in terms of satisfying customer need.

c) Future plan of actionYour Company will continue to invest on continual development of skills, procedures and processes to ensure optimal utilization of resources available in this highly dynamic industry. Your company will further continue to work in the areas of remote monitoring, management and Disaster Recovery monitoring tools.

d) Expenditure on R&D Your Company has not incurred any expenditure on R & D during this year.

3. Technology Absorption, Adoption and InnovationYour Company's quality systems are ISO 9001:2008 certified, which reflects a high degree of technology absorption, adoption and innovation across various operating layers within the company. During the year technology absorption activities have mainly centered on:

• Network Operations Center• Disaster Recovery Center• IT Infrastructure Management• Offshore Development Center using BOT delivery model• Software Testing Service using SaaS model

Annexure ‘B’ to the Directors’ Report

4. Foreign Exchange Ingo and Outgo (Rs. in Lakhs)

Foreign Exchange Earnings:

Export Sales (F.O.B Basis) 4671.05 5212.95

Commission Received 6.87 -

Foreign Exchange Expenditure:

Import of Software (C.I.F Basis) 1471.73 2669.09

Import of Capital Goods (C.I.F Basis) 5466.71 -

Expenditure on Foreign Travel 52.38 38.63

Other Expenditure 18.11 7.35

By Order of the Board of DirectorsOmnitech InfoSolutions Limted

Sd/- Sd/-Place : Mumbai (Atul Hemani) (Avinash Pitale)Date : 18.05.2010 Managing Director Executive Director

Year Ended Year Ended31st March 2010 31st March 2009

Particulars as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 forming part of the Directors’ Report for the year ended March 31, 2010

1 Mr. Atul Hemani Managing B.E. 46 23 October 30, Hindustan 24.06 Director (Electrical) 1990 Computer

Limited

2 Mr. Devarshi Buch Executive B.E. 45 23 April 1, Minicomp 42.52Director (Electrical) 2001 Limited

Notes:

1. All the above-mentioned persons are permanent employees of the Company.

By Order of the Board of DirectorsOmnitech InfoSolutions Limted

Sd/- Sd/-Place : Mumbai (Atul Hemani) (Avinash Pitale)Date : 18.05.2010 Managing Director Executive Director

Sr. Name Designation Qualification Age Experience Date of Previous Gross No (Years) (In years) Joining Employment Remuneration

(Rs. in Lakhs)

Omnitech InfoSolutions Limited

Annual Report 2009-10 37

Annexure ‘A’ to the Directors’ Report

Particulars as prescribed under section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

1. Details of Conservation of EnergyYour Company's operations consume very low levels of energy. It is pleasure to announce that your company's technology center has latest technology energy management system based on human occupancy. As the cost of energy consumed by the Company forms a very small portion of the total costs, the impact of changes in energy cost on total cost is insignificant.

2. Technology AbsorptionYour company is a technology driven organization and understands the importance of acquisition of technical expertise from time to time. It has successfully built such expertise over a period of time and shall continue with emerging technologies to be on a leading edge to offer its customers the state of art solutions. Your Company has concentrated on Banking, Financial Services and Insurance (BFSI), IT & ITES, Manufacturing and Retails as vertical industry, which demand continuous research and development in the areas of business analysis, developments, upgrades. Focused efforts have been put into consulting, deployment and management methodologies and tools to help your Company to deliver the best of solutions to customers. Your company has unique proprietary methodology “APDIMA” (Assess, Plan, Design, Implement, Manage and Audit) for technology practices to deliver such solutions.

a) As part of its Continuous Improvement Program, company has formed core team of highly skilled professionals having expertise in functional as well technical areas. This team aims at improvement of business processes, technologies and people productivity. Your company carries out methodical surveys, market research programs and also participates with global technology leaders to identify and track the new trends.

Your company has been a niche player in the areas of IT Infrastructure management, application Management and Performance management space and to remain leader in this space, your company continues to invest further to develop technology products, technical skills and processes. The core team works closely with technology partners to derive implied benefits of their technology. Your company has now world-class labs at its technology center to develop and design the technology products. This core team is currently focusing on development and enhancement of tools for Infrastructure management and performance management area.

OmniMonitor - An infrastructure and application monitoring appliance has been deployed for various customers for remotemonitoring services. This is further enhanced with feature to monitor infrastructure and SAP application in the current year to caterto manufacturing segment.

Team of experts is further working on developing the accelerators/tools for automation of performance management.

b) Benefits derived as a result of the above R&D:The new technologies and skill sets available with your Company have resulted in development of Intellectual Property (IP) products. These products help your company to offer unique proposition to global customers and also help to derive competitive advantage to win over its competitors. Such products when blended with technology services help your company to save from license costs of various other tools which would have to be used otherwise. Development of software tools and components help your company to offer world-class application solutions in lesser time and most competitive ways. Such tools also enable your company to differentiate from competitors in terms of satisfying customer need.

c) Future plan of actionYour Company will continue to invest on continual development of skills, procedures and processes to ensure optimal utilization of resources available in this highly dynamic industry. Your company will further continue to work in the areas of remote monitoring, management and Disaster Recovery monitoring tools.

d) Expenditure on R&D Your Company has not incurred any expenditure on R & D during this year.

3. Technology Absorption, Adoption and InnovationYour Company's quality systems are ISO 9001:2008 certified, which reflects a high degree of technology absorption, adoption and innovation across various operating layers within the company. During the year technology absorption activities have mainly centered on:

• Network Operations Center• Disaster Recovery Center• IT Infrastructure Management• Offshore Development Center using BOT delivery model• Software Testing Service using SaaS model

Annexure ‘B’ to the Directors’ Report

4. Foreign Exchange Ingo and Outgo (Rs. in Lakhs)

Foreign Exchange Earnings:

Export Sales (F.O.B Basis) 4671.05 5212.95

Commission Received 6.87 -

Foreign Exchange Expenditure:

Import of Software (C.I.F Basis) 1471.73 2669.09

Import of Capital Goods (C.I.F Basis) 5466.71 -

Expenditure on Foreign Travel 52.38 38.63

Other Expenditure 18.11 7.35

By Order of the Board of DirectorsOmnitech InfoSolutions Limted

Sd/- Sd/-Place : Mumbai (Atul Hemani) (Avinash Pitale)Date : 18.05.2010 Managing Director Executive Director

Year Ended Year Ended31st March 2010 31st March 2009

Particulars as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 forming part of the Directors’ Report for the year ended March 31, 2010

1 Mr. Atul Hemani Managing B.E. 46 23 October 30, Hindustan 24.06 Director (Electrical) 1990 Computer

Limited

2 Mr. Devarshi Buch Executive B.E. 45 23 April 1, Minicomp 42.52Director (Electrical) 2001 Limited

Notes:

1. All the above-mentioned persons are permanent employees of the Company.

By Order of the Board of DirectorsOmnitech InfoSolutions Limted

Sd/- Sd/-Place : Mumbai (Atul Hemani) (Avinash Pitale)Date : 18.05.2010 Managing Director Executive Director

Sr. Name Designation Qualification Age Experience Date of Previous Gross No (Years) (In years) Joining Employment Remuneration

(Rs. in Lakhs)

Omnitech InfoSolutions Limited

Annual Report 2009-10 39

Report on Corporate Governance

The Company has complied in all respects with the applicable provisions on Corporate Governance stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges. A Report on the Corporate Governance compliance is furnished below:

(I). COMPANY’S PHILOSOPHY ABOUT CORPORATE GOVERNANCEThe Company is highly committed to the adoption and adherence of good Corporate Governance Practices so as to ensure that all the stakeholders of the Company obtain requisite information about the Company and its operations in an efficient and timely manner. Such Corporate Governance Practices also help enhancement of long term shareholder value and interest of other Stakeholders.

The Board of Directors of the Company fully understand and appreciate the need of increased awareness for transparency and professionalism for effective control and management of the organization.

(II). MANDATORY REQUIREMENTS:

1. Board of directors

(a) Composition of Board of DirectorsThe board of directors of the Company presently comprises of 8 Directors including one Non-Executive chairman, 3 Executive Directors and 4 Independent Directors. Except Managing Director, other Directors are liable to retire by rotation.

Sr. No. Particulars of Directors Category

1 Mr. Maganlal K. Hemani Non – Executive Chairman

2 Mr. Atul M. Hemani Executive Director

3 Mr. Avinash C. Pitale Executive Director

4 Mr. Devarshi D. Buch Executive Director

5 Dr. Kalimohan J. Bhattacharya Non – Executive & Independent Director

6 Dr. Ram K. Mangal Non – Executive & Independent Director

7 Prof. Venkateshwaran H. Iyer Non – Executive & Independent Director

8 Mr. Vasudeva V. Kamath Non – Executive & Independent Director

(b) Details about Board Meetings Held During the YearDuring the Year, the Board held seven meetings on the following dates:

Board Meeting DatethFirst 25 May, 2009thSecond 27 July, 2009stThird 01 October, 2009stFourth 21 October, 2009ndFifth 22 December, 2009thSixth 04 January, 2010stSeventh 21 January, 2010

th(c) Attendance of Directors at Board Meetings and the last AGM held on 12 September, 2009

Annexure ‘C’ to the Directors’ Report

Employee Stock Options Scheme 2009

1. Options granted 211857

2. Pricing Formula Upto 50% discount to Market Price

3. Options vested NIL

4. Options exercised NIL

5. Total number of shares arising as a result ofexercise of options NIL

st6. Options lapsed (as at 31 March 2010) 1400st7. Variation of terms options (as at 31 March 2010) variation in pricing formula

(upto 50% discount to market pricewhich was approved in EGM on 2-11-2009)

8. Money realized by exercise of options NILst9. Total number of options in force (as at 31 March 2010) 210457

10. Employee wise details of options granted to

(a) Employees to whom more than 5% options Mr. Anurag Shah - CEO Technology Services 131392granted during the year Mr. Nitin Purohit-Associate Vice President-

Technology Services. 18000

(b) Employees to whom options more than 1%of issued capital granted during the year NIL

11. Diluted EPS pursuant to issue of shares onexercise of options 27.89

12. (a) Method of calculation of employee Calculation is based on intrinsic value method NILcompensation cost Intrinsic value per share is

(b) Difference between the above and employee Employee compensation cost would have been highercompensation cost that shall have been by Rs.2361555/- had the Company used fair value methodrecognized if it had used the fair value of for accounting the options issued under ESOSthe options

(c) Impact of this difference on Profits and Profits would have been lower by Rs.2361555/-on EPS of the Company and EPS would have been lower by Rs.0.18, had the

Company used fair value method of accounting the options issued under ESOS

13. (a) Weighted average exercise price Rs. 123.20

(b) Weighted average fair value of options basedon Black Scholes methodology Rs. 81.02

14. Sigificant assumptions used to estimate fair value ofoptions including weighted average

(a) Risk free interest rate 7%

(b) Expected life Average life taken as 18 months from date of Vest

(c) Expected volatility 87%

(d) Expected dividends Not separately included, factored in volatility working

(e) Closing market price of share on a date priorto date of grant 123.20

Sr. No. Name Of Director No. of Board Attendance in theMeetings Attended Last AGM (Yes/No)

1 Mr. Maganlal K. Hemani 7 Yes

2 Mr. Atul M. Hemani 7 Yes

3 Mr. Avinash C. Pitale 7 Yes

4 Mr. Devarshi D. Buch 7 Yes

5 Dr. Kalimohan J. Bhattacharya 7 No

6 Dr. Ram K. Mangal 3 No

7 Prof. Venkateshwaran H. Iyer 6 No

8 Mr. Vasudeva V. Kamath 6 Yes

Omnitech InfoSolutions Limited

Annual Report 2009-10 39

Report on Corporate Governance

The Company has complied in all respects with the applicable provisions on Corporate Governance stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges. A Report on the Corporate Governance compliance is furnished below:

(I). COMPANY’S PHILOSOPHY ABOUT CORPORATE GOVERNANCEThe Company is highly committed to the adoption and adherence of good Corporate Governance Practices so as to ensure that all the stakeholders of the Company obtain requisite information about the Company and its operations in an efficient and timely manner. Such Corporate Governance Practices also help enhancement of long term shareholder value and interest of other Stakeholders.

The Board of Directors of the Company fully understand and appreciate the need of increased awareness for transparency and professionalism for effective control and management of the organization.

(II). MANDATORY REQUIREMENTS:

1. Board of directors

(a) Composition of Board of DirectorsThe board of directors of the Company presently comprises of 8 Directors including one Non-Executive chairman, 3 Executive Directors and 4 Independent Directors. Except Managing Director, other Directors are liable to retire by rotation.

Sr. No. Particulars of Directors Category

1 Mr. Maganlal K. Hemani Non – Executive Chairman

2 Mr. Atul M. Hemani Executive Director

3 Mr. Avinash C. Pitale Executive Director

4 Mr. Devarshi D. Buch Executive Director

5 Dr. Kalimohan J. Bhattacharya Non – Executive & Independent Director

6 Dr. Ram K. Mangal Non – Executive & Independent Director

7 Prof. Venkateshwaran H. Iyer Non – Executive & Independent Director

8 Mr. Vasudeva V. Kamath Non – Executive & Independent Director

(b) Details about Board Meetings Held During the YearDuring the Year, the Board held seven meetings on the following dates:

Board Meeting DatethFirst 25 May, 2009thSecond 27 July, 2009stThird 01 October, 2009stFourth 21 October, 2009ndFifth 22 December, 2009thSixth 04 January, 2010stSeventh 21 January, 2010

th(c) Attendance of Directors at Board Meetings and the last AGM held on 12 September, 2009

Annexure ‘C’ to the Directors’ Report

Employee Stock Options Scheme 2009

1. Options granted 211857

2. Pricing Formula Upto 50% discount to Market Price

3. Options vested NIL

4. Options exercised NIL

5. Total number of shares arising as a result ofexercise of options NIL

st6. Options lapsed (as at 31 March 2010) 1400st7. Variation of terms options (as at 31 March 2010) variation in pricing formula

(upto 50% discount to market pricewhich was approved in EGM on 2-11-2009)

8. Money realized by exercise of options NILst9. Total number of options in force (as at 31 March 2010) 210457

10. Employee wise details of options granted to

(a) Employees to whom more than 5% options Mr. Anurag Shah - CEO Technology Services 131392granted during the year Mr. Nitin Purohit-Associate Vice President-

Technology Services. 18000

(b) Employees to whom options more than 1%of issued capital granted during the year NIL

11. Diluted EPS pursuant to issue of shares onexercise of options 27.89

12. (a) Method of calculation of employee Calculation is based on intrinsic value method NILcompensation cost Intrinsic value per share is

(b) Difference between the above and employee Employee compensation cost would have been highercompensation cost that shall have been by Rs.2361555/- had the Company used fair value methodrecognized if it had used the fair value of for accounting the options issued under ESOSthe options

(c) Impact of this difference on Profits and Profits would have been lower by Rs.2361555/-on EPS of the Company and EPS would have been lower by Rs.0.18, had the

Company used fair value method of accounting the options issued under ESOS

13. (a) Weighted average exercise price Rs. 123.20

(b) Weighted average fair value of options basedon Black Scholes methodology Rs. 81.02

14. Sigificant assumptions used to estimate fair value ofoptions including weighted average

(a) Risk free interest rate 7%

(b) Expected life Average life taken as 18 months from date of Vest

(c) Expected volatility 87%

(d) Expected dividends Not separately included, factored in volatility working

(e) Closing market price of share on a date priorto date of grant 123.20

Sr. No. Name Of Director No. of Board Attendance in theMeetings Attended Last AGM (Yes/No)

1 Mr. Maganlal K. Hemani 7 Yes

2 Mr. Atul M. Hemani 7 Yes

3 Mr. Avinash C. Pitale 7 Yes

4 Mr. Devarshi D. Buch 7 Yes

5 Dr. Kalimohan J. Bhattacharya 7 No

6 Dr. Ram K. Mangal 3 No

7 Prof. Venkateshwaran H. Iyer 6 No

8 Mr. Vasudeva V. Kamath 6 Yes

Omnitech InfoSolutions Limited

Annual Report 2009-10 41

(d) Details about Directorship/Membership of Board Committees held by Directors in Other Companies

(e) Code of ConductOmnitech Code of Conduct laid down by the Company is applicable to all the Directors and Senior Management of the Company. The Code of Conduct is posted on the Company’s website. All the Board Members and Senior Management of the Company have affirmed

st compliance with the Code of Conduct for the Financial Year ended 31 March, 2010. A declaration to this effect, duly signed by the Managing Director is annexed hereto.

2. Audit Committee:

(a) Composition

The Audit Committee has been constituted as per Section 292A of the Companies Act, 1956 and the guidelines set out in the Listing Agreement with the Stock Exchanges. The Audit Committee currently consists of the following three Directors:

1. Dr. Kalimohan J. Bhattacharya - Chairman

2. Prof. Venkateshwaran H. Iyer - Member

3. Mr. Devarshi D. Buch - Member

The Company Secretary of the Company acts as a secretary to the Audit Committee.

All the members of the Audit Committee have good knowledge of finance, accounts and Company Law.

(b) Terms of ReferenceThe role and terms of reference of the Audit Committee covers the matters specified for Audit Committee under Clause 49 of Listing Agreement and Section 292A of the Companies Act, 1956 which, inter alia, include overseeing the company’s financial reporting process, reviewing periodic financial results, financial statements, internal control and internal audit systems, accounting policies and practices, related party transactions and performance of internal and external auditors.

(c) Meetings and Attendance during the yearth th stDuring the year 2009-10, 5 Audit Committee Meetings were held on 25 May, 2009, 27 July, 2009, 21 October, 2009,

st th21 December, 2009 and 20 January, 2010. Attendance of Committee Members at Committee Meetings is as follows:

3. Shareholders’ Grievance Committee(a) Composition

The Shareholder’s Grievance Committee currently consists of the following three Directors:

1. Prof. Venkateshwaran H. Iyer - Chairman

2. Dr. Ram K. Mangal - Member

3. Mr. Avinash C. Pitale - Member

(b) Terms of ReferenceThe terms of reference of the Shareholders’ Grievance Committee interalia include reviewing status of approval of transfer/ transmission of shares, issue of duplicate share certificates and redressal of complaints of investors.

st(c) Status of Shareholders’ Complaints as on 31 March, 2010

4. Share Transfer Committee

(a) Composition

The Share Transfer Committee currently consists of the following three Directors:

1. Mr. Atul M. Hemani - Chairman

2. Dr. Ram K. Mangal - Member

3. Dr. Kalimohan J. Bhattacharya - Member

(b) Terms of ReferenceThe terms of reference of the Share Transfer Committee inter alia include approving transfer of shares and taking note of dematerialization of shares.

5. Shares Allotment Committee

(a) Composition

The Shares Allotment Committee currently consists of the following three Directors:

1. Mr. Atul M. Hemani - Member

2 Mr. Avinash C. Pitale - Member

3. Mr. Devarshi D. Buch - Member

(b) Terms of ReferenceThe terms of reference of the Shares Allotment Committee inter alia include allotting of shares pursuant to Omnitech Employees Stock Option Scheme, 2009 and allotting shares pursuant to conversion of convertible warrants.

Sr. No. Name Of Director Directorship(s)Held in Membership of BoardOther Companies Committee Held

in Other Companies

1 Mr. Maganlal K. Hemani Omnitech Technologies Limited, India None

2 Mr. Atul M. Hemani 1. Omnitech Technologies Limited, India None

2. Omni Gulf Technologies W.L.L., Bahrain

3. Omnitech Technologies Inc., USA

4. Omnitech Services Pte Ltd., Singapore

5. Omnitech Services Ltd., Hong Kong

6. Europe Omnitech Technology Services B.V.Netherlands

3 Mr. Avinash C. Pitale 1. Omnitech Technologies Limited, India None

2. Omni Gulf Technologies W.L.L., Bahrain

3. Omnitech Technologies Inc., USA

4. Omnitech Services Pte Ltd, Singapore

5. Europe Omnitech Technology Services B.V.Netherlands

4 Mr. Devarshi D. Buch 1. Omnitech Technologies Inc., USA None

2. Europe Omnitech Technology Services B.V.Netherlands

3. Omnitech Services Pte. Ltd., Singapore

5 Dr. Kalimohan J. Bhattacharya 1. Gansons Limited, India None

2. Marshall Sons & Co (India) Limited, India

6 Dr. Ram K. Mangal None None

7 Prof. Venkateshwaran H. Iyer None None

8 Mr. Vasudeva V. Kamath None None

Notes:A) None of the directors hold directorships in more than 15 public limited companies.B) None of the director holds membership of more than 10 Committees of boards.C) None of the Director holds chairmanship of more than 5 committees of Boards.

Name No. of Meetings Attended

Dr. Kalimohan J. Bhattacharya 5

Prof. Venkateshwaran H. Iyer 5

Mr. Devarshi D. Buch 5

Complaints Pending at Complaints received Complaints resolved Complaints Pending atthe beginning of the Year during the year during the Year the end of Year

NIL 4 4 NIL

The Company has appointed M/s. Link Intime India Pvt. Ltd. to act as Registrar and Share Transfer Agent of the Company.

Omnitech InfoSolutions Limited

Annual Report 2009-10 41

(d) Details about Directorship/Membership of Board Committees held by Directors in Other Companies

(e) Code of ConductOmnitech Code of Conduct laid down by the Company is applicable to all the Directors and Senior Management of the Company. The Code of Conduct is posted on the Company’s website. All the Board Members and Senior Management of the Company have affirmed

st compliance with the Code of Conduct for the Financial Year ended 31 March, 2010. A declaration to this effect, duly signed by the Managing Director is annexed hereto.

2. Audit Committee:

(a) Composition

The Audit Committee has been constituted as per Section 292A of the Companies Act, 1956 and the guidelines set out in the Listing Agreement with the Stock Exchanges. The Audit Committee currently consists of the following three Directors:

1. Dr. Kalimohan J. Bhattacharya - Chairman

2. Prof. Venkateshwaran H. Iyer - Member

3. Mr. Devarshi D. Buch - Member

The Company Secretary of the Company acts as a secretary to the Audit Committee.

All the members of the Audit Committee have good knowledge of finance, accounts and Company Law.

(b) Terms of ReferenceThe role and terms of reference of the Audit Committee covers the matters specified for Audit Committee under Clause 49 of Listing Agreement and Section 292A of the Companies Act, 1956 which, inter alia, include overseeing the company’s financial reporting process, reviewing periodic financial results, financial statements, internal control and internal audit systems, accounting policies and practices, related party transactions and performance of internal and external auditors.

(c) Meetings and Attendance during the yearth th stDuring the year 2009-10, 5 Audit Committee Meetings were held on 25 May, 2009, 27 July, 2009, 21 October, 2009,

st th21 December, 2009 and 20 January, 2010. Attendance of Committee Members at Committee Meetings is as follows:

3. Shareholders’ Grievance Committee(a) Composition

The Shareholder’s Grievance Committee currently consists of the following three Directors:

1. Prof. Venkateshwaran H. Iyer - Chairman

2. Dr. Ram K. Mangal - Member

3. Mr. Avinash C. Pitale - Member

(b) Terms of ReferenceThe terms of reference of the Shareholders’ Grievance Committee interalia include reviewing status of approval of transfer/ transmission of shares, issue of duplicate share certificates and redressal of complaints of investors.

st(c) Status of Shareholders’ Complaints as on 31 March, 2010

4. Share Transfer Committee

(a) Composition

The Share Transfer Committee currently consists of the following three Directors:

1. Mr. Atul M. Hemani - Chairman

2. Dr. Ram K. Mangal - Member

3. Dr. Kalimohan J. Bhattacharya - Member

(b) Terms of ReferenceThe terms of reference of the Share Transfer Committee inter alia include approving transfer of shares and taking note of dematerialization of shares.

5. Shares Allotment Committee

(a) Composition

The Shares Allotment Committee currently consists of the following three Directors:

1. Mr. Atul M. Hemani - Member

2 Mr. Avinash C. Pitale - Member

3. Mr. Devarshi D. Buch - Member

(b) Terms of ReferenceThe terms of reference of the Shares Allotment Committee inter alia include allotting of shares pursuant to Omnitech Employees Stock Option Scheme, 2009 and allotting shares pursuant to conversion of convertible warrants.

Sr. No. Name Of Director Directorship(s)Held in Membership of BoardOther Companies Committee Held

in Other Companies

1 Mr. Maganlal K. Hemani Omnitech Technologies Limited, India None

2 Mr. Atul M. Hemani 1. Omnitech Technologies Limited, India None

2. Omni Gulf Technologies W.L.L., Bahrain

3. Omnitech Technologies Inc., USA

4. Omnitech Services Pte Ltd., Singapore

5. Omnitech Services Ltd., Hong Kong

6. Europe Omnitech Technology Services B.V.Netherlands

3 Mr. Avinash C. Pitale 1. Omnitech Technologies Limited, India None

2. Omni Gulf Technologies W.L.L., Bahrain

3. Omnitech Technologies Inc., USA

4. Omnitech Services Pte Ltd, Singapore

5. Europe Omnitech Technology Services B.V.Netherlands

4 Mr. Devarshi D. Buch 1. Omnitech Technologies Inc., USA None

2. Europe Omnitech Technology Services B.V.Netherlands

3. Omnitech Services Pte. Ltd., Singapore

5 Dr. Kalimohan J. Bhattacharya 1. Gansons Limited, India None

2. Marshall Sons & Co (India) Limited, India

6 Dr. Ram K. Mangal None None

7 Prof. Venkateshwaran H. Iyer None None

8 Mr. Vasudeva V. Kamath None None

Notes:A) None of the directors hold directorships in more than 15 public limited companies.B) None of the director holds membership of more than 10 Committees of boards.C) None of the Director holds chairmanship of more than 5 committees of Boards.

Name No. of Meetings Attended

Dr. Kalimohan J. Bhattacharya 5

Prof. Venkateshwaran H. Iyer 5

Mr. Devarshi D. Buch 5

Complaints Pending at Complaints received Complaints resolved Complaints Pending atthe beginning of the Year during the year during the Year the end of Year

NIL 4 4 NIL

The Company has appointed M/s. Link Intime India Pvt. Ltd. to act as Registrar and Share Transfer Agent of the Company.

Omnitech InfoSolutions Limited

Annual Report 2009-10 43

5. General Body Meetings:

The Company held its last three Annual General Meetings as under:

th27 July, 2007 4:00 pm Omnitech House NilA/13, Cross Road No. 5, Kondivita Road,Marol, M.I.D.C., Andheri (E), Mumbai - 400093

th13 June, 2008 10:30 am Hotel Tunga Paradise 8**MIDC Central Road, Andheri (E),Mumbai - 400093

th12 September, 2009 11:00 am The Mirador Hotel 2***New Link Road, Chakala, Andheri (E),Mumbai - 400099

In the last three AGMs, there was no resolution passed through postal ballot.th** At the annual general meeting of the company held on 13 June, 2008 , Special Resolutions passed were for (a) Issue of share warrants to

Wintel Computers Private Limited; (b) Issue of Share Warrants to Mr. Atul M. Hemani; (c) Issue of Share Warrants to Mr. Avinash C. Pitale; (d) Issue of Share Warrants to Mr. Devarshi D. Buch (e) Issue of Share Warrants to Mr. Nikul Shah; (f) Issue of Share Warrants to Mrs. Anuradha Shah; (g) Issue of Share Warrants to Meticulous Fiscal Company Private Limited; (h) Issue of Share Warrants to Mr. Sanjay Asher.

th*** At the annual general meeting of the company held on 12 September, 2009, Special Resolutions passed were for(a) Granting of options under the Employee Stock Option Scheme – 2009 to the Employees of the Company (b) Granting of optionsunder the Employee Stock Option Scheme – 2009 to the Employees of the subsidiaries of the Company.

ndDuring the year, the Company held an Extraordinary General Meeting on 2 November, 2009 for passing special resolutions relating to:

(a) Preferential Allotment of share warrants;

(b) Issue of FCCBs / ADRs/ Convertible Bonds/ Qualified Institutional Placement etc.;

(c) Revision in remuneration payable to Managing Director and the whole time Directors;

(d) Modification in Omni Employees Stock Option Scheme 2009;

6. Subsidiary Companies

Since the Company does not have any material Non-listed Indian Subsidiary Company, the Company is not required to have an Independent Director of the Company on the Board of such Subsidiary Company as per the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges.

7. Disclosures

(a) Related Party Transactions: The Company has not entered into any transaction of material nature with the promoters, the directors or the management, their subsidiaries or relatives etc that may have any potential conflict with the interests of the company. Transactions with related parties have been disclosed in Notes to Annual Accounts in the Annual Report.

(b) No Penalty: The Company has been continuously complying with various legal requirements of the stock exchanges, SEBI and other statutory authorities since the day of listing and no penalties have been imposed on the company by them till date.

(c) Disclosure of Accounting Treatment: All mandatory Accounting Standards have been followed in preparation of financial statements and no deviation has been made in following the same.

(d) Disclosures on risk management: The Company has laid down procedures to inform Board members about risk assessmentand minimization procedures. These procedures are periodically reviewed by a properly defined framework so as to ensurecontrol management.

(e) Proceeds from the preferential issue of warrants: The details of utilization proceeds raised through the issue ofequity warrants have been disclosed to the audit committee and the same have been provided in the notes to Accounts. The Company has not utilised these funds for purposes other than those stated in the notice convening the General Meeting.

Date Time Venue No. of Special Resolutions passed

8. Remuneration of DirectorsThe Remuneration is paid to Directors in accordance with the Provisions of the Companies Act, 1956. Non-executive Directors are paid Sitting Fees at the rate of Rs. 5000/- for each of the meetings of Board and Committees thereof (Rs. 15000/- for Meeting of Board and Rs. 7500 for any

ndCommittee meetings with effect from 22 January, 2010). The details of remuneration paid/payable to each of Director for the year ended March 31, 2010 are as under:

1 Mr. Maganlal K. Non-Executive 0 0 0 35000 35000Hemani Chairman

2 Mr. Atul M. Hemani ManagingDirector 1323988 9360 1073613 0 2406961

3 Mr. Avinash C. Pitale ExecutiveDirector 1264012 9360 976848 0 2250220

4 Mr. Devarshi D. Buch ExecutiveDirector 1180436 141654 2929934 0 4252024

5 Dr. Kalimohan J. Non-Executive & 0 0 0 75000 75000Bhattacharya Independent

Director

6 Dr. Ram K. Mangal Non-Executive & 0 0 0 25000 25000IndependentDirector

7 Prof. Venkateshwaran Non-Executive & 0 0 0 65000 65000H. Iyer Independent

Director

8 Mr. Vasudeva Non-Executive & 0 0 0 30000 30000V. Kamath Independent

Director

All executive directors are appointed under contracts each for a period of five years and with termination notice of 180 days.

Sr. Name Of Director Category Salary Contribution Other Perquisites Sitting Fees TotalNo. (In Rs.) to PF & Allowances (In Rs.) Remuneration

(In Rs.) (In Rs.) (In Rs.)

st9. Shares held by Non- Executive Directors as on 31 March, 2010

Mr. Maganlal K. Hemani 10000 0.07

Dr. Kalimohan J. Bhattacharya 25 0.00

Dr. Ram K. Mangal 12000 0.09

Prof. Venkateshwaran H. Iyer 2200 0.02

Mr. Vasudeva V. Kamath Nil Nil

** The Company has not allotted Stock options to any of the Directors of the Company.

10. Means of communicationThe quarterly, half-yearly, nine months and audited annual financial statements viz., balance sheet, profit and loss account,including schedules and notes thereon, press releases, and presentations are posted on the Company’s website i.e. http://www.omnitechindia.com/html/investors.asp

The half-yearly, nine months Financial Results are normally published in “The Economic Times” and “The Navbharat Times”. All material information about the Company is promptly sent to the Stock Exchanges where the Company’s shares are listed and released to wire services and the press for information of the public at large. Also the official news releases and presentations made to FII’s/Analysts are displayed onthe website.

Name Number of Shares held % of total shareholding

Omnitech InfoSolutions Limited

Annual Report 2009-10 43

5. General Body Meetings:

The Company held its last three Annual General Meetings as under:

th27 July, 2007 4:00 pm Omnitech House NilA/13, Cross Road No. 5, Kondivita Road,Marol, M.I.D.C., Andheri (E), Mumbai - 400093

th13 June, 2008 10:30 am Hotel Tunga Paradise 8**MIDC Central Road, Andheri (E),Mumbai - 400093

th12 September, 2009 11:00 am The Mirador Hotel 2***New Link Road, Chakala, Andheri (E),Mumbai - 400099

In the last three AGMs, there was no resolution passed through postal ballot.th** At the annual general meeting of the company held on 13 June, 2008 , Special Resolutions passed were for (a) Issue of share warrants to

Wintel Computers Private Limited; (b) Issue of Share Warrants to Mr. Atul M. Hemani; (c) Issue of Share Warrants to Mr. Avinash C. Pitale; (d) Issue of Share Warrants to Mr. Devarshi D. Buch (e) Issue of Share Warrants to Mr. Nikul Shah; (f) Issue of Share Warrants to Mrs. Anuradha Shah; (g) Issue of Share Warrants to Meticulous Fiscal Company Private Limited; (h) Issue of Share Warrants to Mr. Sanjay Asher.

th*** At the annual general meeting of the company held on 12 September, 2009, Special Resolutions passed were for(a) Granting of options under the Employee Stock Option Scheme – 2009 to the Employees of the Company (b) Granting of optionsunder the Employee Stock Option Scheme – 2009 to the Employees of the subsidiaries of the Company.

ndDuring the year, the Company held an Extraordinary General Meeting on 2 November, 2009 for passing special resolutions relating to:

(a) Preferential Allotment of share warrants;

(b) Issue of FCCBs / ADRs/ Convertible Bonds/ Qualified Institutional Placement etc.;

(c) Revision in remuneration payable to Managing Director and the whole time Directors;

(d) Modification in Omni Employees Stock Option Scheme 2009;

6. Subsidiary Companies

Since the Company does not have any material Non-listed Indian Subsidiary Company, the Company is not required to have an Independent Director of the Company on the Board of such Subsidiary Company as per the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges.

7. Disclosures

(a) Related Party Transactions: The Company has not entered into any transaction of material nature with the promoters, the directors or the management, their subsidiaries or relatives etc that may have any potential conflict with the interests of the company. Transactions with related parties have been disclosed in Notes to Annual Accounts in the Annual Report.

(b) No Penalty: The Company has been continuously complying with various legal requirements of the stock exchanges, SEBI and other statutory authorities since the day of listing and no penalties have been imposed on the company by them till date.

(c) Disclosure of Accounting Treatment: All mandatory Accounting Standards have been followed in preparation of financial statements and no deviation has been made in following the same.

(d) Disclosures on risk management: The Company has laid down procedures to inform Board members about risk assessmentand minimization procedures. These procedures are periodically reviewed by a properly defined framework so as to ensurecontrol management.

(e) Proceeds from the preferential issue of warrants: The details of utilization proceeds raised through the issue ofequity warrants have been disclosed to the audit committee and the same have been provided in the notes to Accounts. The Company has not utilised these funds for purposes other than those stated in the notice convening the General Meeting.

Date Time Venue No. of Special Resolutions passed

8. Remuneration of DirectorsThe Remuneration is paid to Directors in accordance with the Provisions of the Companies Act, 1956. Non-executive Directors are paid Sitting Fees at the rate of Rs. 5000/- for each of the meetings of Board and Committees thereof (Rs. 15000/- for Meeting of Board and Rs. 7500 for any

ndCommittee meetings with effect from 22 January, 2010). The details of remuneration paid/payable to each of Director for the year ended March 31, 2010 are as under:

1 Mr. Maganlal K. Non-Executive 0 0 0 35000 35000Hemani Chairman

2 Mr. Atul M. Hemani ManagingDirector 1323988 9360 1073613 0 2406961

3 Mr. Avinash C. Pitale ExecutiveDirector 1264012 9360 976848 0 2250220

4 Mr. Devarshi D. Buch ExecutiveDirector 1180436 141654 2929934 0 4252024

5 Dr. Kalimohan J. Non-Executive & 0 0 0 75000 75000Bhattacharya Independent

Director

6 Dr. Ram K. Mangal Non-Executive & 0 0 0 25000 25000IndependentDirector

7 Prof. Venkateshwaran Non-Executive & 0 0 0 65000 65000H. Iyer Independent

Director

8 Mr. Vasudeva Non-Executive & 0 0 0 30000 30000V. Kamath Independent

Director

All executive directors are appointed under contracts each for a period of five years and with termination notice of 180 days.

Sr. Name Of Director Category Salary Contribution Other Perquisites Sitting Fees TotalNo. (In Rs.) to PF & Allowances (In Rs.) Remuneration

(In Rs.) (In Rs.) (In Rs.)

st9. Shares held by Non- Executive Directors as on 31 March, 2010

Mr. Maganlal K. Hemani 10000 0.07

Dr. Kalimohan J. Bhattacharya 25 0.00

Dr. Ram K. Mangal 12000 0.09

Prof. Venkateshwaran H. Iyer 2200 0.02

Mr. Vasudeva V. Kamath Nil Nil

** The Company has not allotted Stock options to any of the Directors of the Company.

10. Means of communicationThe quarterly, half-yearly, nine months and audited annual financial statements viz., balance sheet, profit and loss account,including schedules and notes thereon, press releases, and presentations are posted on the Company’s website i.e. http://www.omnitechindia.com/html/investors.asp

The half-yearly, nine months Financial Results are normally published in “The Economic Times” and “The Navbharat Times”. All material information about the Company is promptly sent to the Stock Exchanges where the Company’s shares are listed and released to wire services and the press for information of the public at large. Also the official news releases and presentations made to FII’s/Analysts are displayed onthe website.

Name Number of Shares held % of total shareholding

Omnitech InfoSolutions Limited

Annual Report 2009-10 45

11. Management Discussion and Analysis ReportAs required by sub-clause IV (F) of clause 49 of the listing agreement, Management Discussion and Analysis Report is provided elsewhere in theannual report.

(e) Market Price Data

Apr-09 69.50 35.75 760,370 68.30 35.80 609,907

May-09 96.70 53.55 918,826 95.50 54.00 806,495

Jun-09 101.95 72.30 631,012 102.65 72.00 647,792

Jul-09 96.45 66.50 429,192 98.00 67.00 399,466

Aug-09 125.80 72.05 1,971,482 126.45 74.10 2,241,029

Sep-09 132.05 107.05 1,183,545 132.70 107.00 1,487,025

Oct-09 154.40 115.50 2,585,238 154.80 113.00 4,048,648

Nov-09 141.50 107.35 1,132,418 141.50 107.25 1,515,503

Dec-09 159.40 132.45 2,589,786 159.50 132.00 3,407,018

Jan-10 201.95 151.20 3,982,286 201.70 151.55 5,111,438

Feb-10 180.90 154.60 877,869 180.50 152.95 946,181

Mar-10 172.00 151.00 807,014 174.90 151.10 988,191

Bombay Stock Exchange Limited National Stock Exchange of India Limited

Month High (Rs.) Low (Rs.) Monthly High (Rs.) Low (Rs.) MonthlyVolume Volume

(f) 20th Annual General MeetingthDate 29 September, 2010

Time 11 A.M.

Venue The Mirador Hotel, New Link Road, Chakala,Andheri (East) , Mumbai – 400099

Tentative Financial calendar 10-11:

1st Quarter Results 3rd Week of July, 2010

2nd Quarter /half yearly results 3rd Week of October, 2010

3rd Quarter Results 3rd Week of January, 2011

Annual Results 3rd / 4th Week of May, 2011st stFinancial Year 1 April to 31 March

th thDate of book closure (Both days inclusive) 11 September, 2010 to 29 September, 2010thDividend payment Date On or after 30 September, 2010

(g) Share Transfer SystemThe company’s Registrar and Transfer Agent have been entrusted with the handling of physical transfer of shares as well as dematerialization of shares. The Board of Directors of the company has delegated the power of approval of share transfer processed by Registrar and Transfer Agent to Shareholders’ Grievance Committee which comprises of Chairman, one Executive Director and one Non-Executive Independent Director.

Omnitech v/s Nifty

prA-0

9M

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-09

J Jul0-9

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600 600

500 500

400 400

300 300

200 200

100

Omnitech Sensex

Index Comparison

Source : Yahoo Finance

12. General Shareholder Informationst(a) Shareholding Pattern as on 31 March, 2010

Promoter Group:

(i) Directors 3,576,462 25.80%

(ii) Directors relatives/HUF 2,723,243 19.65%

(iii) Body Corporate 1,311,060 9.46%

Public:

(i) Mutual Funds - -

(ii) Body Corporate 2,191,150 15.81%

(iii) Non- Residents 208,308 1.51%

(iv) Residents 3,848,270 27.77%

Total 13,858,493 100%

Category No. of equity shares Percentage (%)

st(b) Distribution of Shareholding as on 31 March, 2010

1-500 9,014 90.69 882,292 6.37

501-1000 406 4.08 342,168 2.47

1001-2000 186 1.87 289,086 2.09

2001-3000 84 0.85 219,929 1.59

3001-4000 38 0.38 135,448 0.98

4001-5000 55 0.55 261,359 1.89

5001-10000 62 0.62 484,518 3.50

Above 10000 94 0.95 11,243,693 81.13

Total 9,939 100 13,858,493 100

(c) Listing on Stock Exchanges

Bombay Stock Exchange Limited 532882

National Stock Exchange of India Limited OMNITECH

(d) Listing Fees and Annual Custodial FeeThe Company has paid the Annual Listing fees of the Stock Exchanges and Annual Custodial Fees of the Depositories for the year 2009-10.

No. of Shares Shareholders Shares Held

Number % Number %

Stock Exchange Stock Code

Omnitech InfoSolutions Limited

Annual Report 2009-10 45

11. Management Discussion and Analysis ReportAs required by sub-clause IV (F) of clause 49 of the listing agreement, Management Discussion and Analysis Report is provided elsewhere in theannual report.

(e) Market Price Data

Apr-09 69.50 35.75 760,370 68.30 35.80 609,907

May-09 96.70 53.55 918,826 95.50 54.00 806,495

Jun-09 101.95 72.30 631,012 102.65 72.00 647,792

Jul-09 96.45 66.50 429,192 98.00 67.00 399,466

Aug-09 125.80 72.05 1,971,482 126.45 74.10 2,241,029

Sep-09 132.05 107.05 1,183,545 132.70 107.00 1,487,025

Oct-09 154.40 115.50 2,585,238 154.80 113.00 4,048,648

Nov-09 141.50 107.35 1,132,418 141.50 107.25 1,515,503

Dec-09 159.40 132.45 2,589,786 159.50 132.00 3,407,018

Jan-10 201.95 151.20 3,982,286 201.70 151.55 5,111,438

Feb-10 180.90 154.60 877,869 180.50 152.95 946,181

Mar-10 172.00 151.00 807,014 174.90 151.10 988,191

Bombay Stock Exchange Limited National Stock Exchange of India Limited

Month High (Rs.) Low (Rs.) Monthly High (Rs.) Low (Rs.) MonthlyVolume Volume

(f) 20th Annual General MeetingthDate 29 September, 2010

Time 11 A.M.

Venue The Mirador Hotel, New Link Road, Chakala,Andheri (East) , Mumbai – 400099

Tentative Financial calendar 10-11:

1st Quarter Results 3rd Week of July, 2010

2nd Quarter /half yearly results 3rd Week of October, 2010

3rd Quarter Results 3rd Week of January, 2011

Annual Results 3rd / 4th Week of May, 2011st stFinancial Year 1 April to 31 March

th thDate of book closure (Both days inclusive) 11 September, 2010 to 29 September, 2010thDividend payment Date On or after 30 September, 2010

(g) Share Transfer SystemThe company’s Registrar and Transfer Agent have been entrusted with the handling of physical transfer of shares as well as dematerialization of shares. The Board of Directors of the company has delegated the power of approval of share transfer processed by Registrar and Transfer Agent to Shareholders’ Grievance Committee which comprises of Chairman, one Executive Director and one Non-Executive Independent Director.

Omnitech v/s NiftyprA

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Omnitech Nifty

Omnitech v/s Sensex

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09Nov

-09

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9nJa-1

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b10-

600 600

500 500

400 400

300 300

200 200

100

Omnitech Sensex

Index Comparison

Source : Yahoo Finance

12. General Shareholder Informationst(a) Shareholding Pattern as on 31 March, 2010

Promoter Group:

(i) Directors 3,576,462 25.80%

(ii) Directors relatives/HUF 2,723,243 19.65%

(iii) Body Corporate 1,311,060 9.46%

Public:

(i) Mutual Funds - -

(ii) Body Corporate 2,191,150 15.81%

(iii) Non- Residents 208,308 1.51%

(iv) Residents 3,848,270 27.77%

Total 13,858,493 100%

Category No. of equity shares Percentage (%)

st(b) Distribution of Shareholding as on 31 March, 2010

1-500 9,014 90.69 882,292 6.37

501-1000 406 4.08 342,168 2.47

1001-2000 186 1.87 289,086 2.09

2001-3000 84 0.85 219,929 1.59

3001-4000 38 0.38 135,448 0.98

4001-5000 55 0.55 261,359 1.89

5001-10000 62 0.62 484,518 3.50

Above 10000 94 0.95 11,243,693 81.13

Total 9,939 100 13,858,493 100

(c) Listing on Stock Exchanges

Bombay Stock Exchange Limited 532882

National Stock Exchange of India Limited OMNITECH

(d) Listing Fees and Annual Custodial FeeThe Company has paid the Annual Listing fees of the Stock Exchanges and Annual Custodial Fees of the Depositories for the year 2009-10.

No. of Shares Shareholders Shares Held

Number % Number %

Stock Exchange Stock Code

Omnitech InfoSolutions Limited

Annual Report 2009-10 47

(h) Dematerialisation of SharesThe company’s RTA has the required infrastructure for dematerialisation of shares. As per the defined norms of dematerialisationprocess, shares received for dematerialisation are generally taken care within a time span of five days from the date of receipt. As on

st 31 March, 2010, 89.81% of the outstanding shares are in electronic form.

(i) Outstanding Convertible WarrantsstDuring the Financial year ended on 31 March, 2010, the Company issued 8,62,000 Convertible warrants on preferential basis in

accordance with SEBI Guidelines. The said convertible warrants can be converted into the equity shares within 18 months of the issue. As ston 31 March, 2010, none of the said warrants have been converted into Equity Shares.

(j) Registrar & Share Transfer Agent and address of correspondenceAny clarification/grievances/queries/suggestions pertaining to share transfer/Dematerialisation can be addressed to the company’s Registrar and Transfer Agent at their following address:

Link Intime Private LimitedC-13, Pannalal Silk Mills CompoundLBS Road, Bhandup (W), Mumbai-400078Ph: (022) 25963838; Fax: (022) 25962691E-mail: rnt.helpdesk@linkintime.co.in

(k) Compliance OfficerMr. Gaurav Sharma, Company Secretary & Chief Officer (Compliance & Legal)Omnitech House, A/13, Cross Road No. 5, Marol MIDC, Andheri (E), Mumbai – 93Ph: (022) 40956666; Fax: (022) 40956565

(l) Plant Location

(i) A-13, Cross Road No.5, Kondivita Road, Marol M.I.D.C., Andheri (E), Mumbai – 400093

(ii) A-812, T.T.C. Industrial Area, Koparkhairane, Navi Mumbai 400703

(iii) 106, 1st Floor, Building No. 17, Mind Space, Pocharam, Opp. Sanskrit Township, Gatkesar (Township), Hyderabad-500087

13. CEO/CFO CertificationAs required under Clause 49 of the Listing Agreement, a Certificate duly signed by Managing Director (CEO) was placed at the meeting of the

thBoard of Directors held on 18 May, 2010.

(III). NON-MANDATORY REQUIREMENTS1. Compensation Committee

(a) CompositionThe Compensation Committee currently consists of the following three Directors:

1. Dr. Ram K. Mangal - Chairman

2. Dr. Kalimohan J. Bhattacharya - Member

3. Prof. Venkateshwaran H. Iyer - Member

(b) Terms of ReferenceThe terms of reference of the Committee are to review and recommend/approve remuneration payable to the Managerial Personnel.

(c) Meetings and Attendance during the yearth thDuring the year, 2 meetings were held on 12 August, 2009 and 6 October, 2009. The attendance of Committee Members at the said

meetings is as under:

Prof. Venkateshwaran H. Iyer 1

Dr. Ram K. Mangal 2

Mr. Kalimohan J. Bhattacharya 2

By Order of the Board of DirectorsOmnitech InfoSolutions Limted

Sd/-Place : Mumbai (Atul Hemani)Date : 18.05.2010 Managing Director

Members Meetings attended

CEO’S Certification

All the Board Members and Senior Management of the Company have affirmed compliance with the Code of Conduct laid down by the Board of Directors in terms of Clause 49 of the Listing Agreement made with the Stock Exchanges.

For and on behalf of the Board of Directors

Sd/-Place : Mumbai (Atul Hemani)Date : 18.05.2010 Managing Director

Certification by the Chief Executive Officer (CEO)/Chief Financial Officer (CFO) on Financial Statementsof the Company

st(1) I have reviewed financial statements and the cash flow statement for the year ended 31 March, 2010 and that to the best of my knowledgeand belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

(2) There are, to the best of my knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the Company’s code of conduct.

(3) I accept responsibility for establishing and maintaining internal controls for financial reporting and that I have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and I have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which I am aware and the steps I have taken or propose to take to rectify these deficiencies.

(4) I have indicated to the auditors and the Audit committee:

(i) significant changes in internal control over financial reporting during the year;

(ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(iii) instances of significant fraud of which I have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company’s internal control system over financial reporting.

Sd/-Place : Mumbai (Atul Hemani)Date : 18.05.2010 Managing Director

Omnitech InfoSolutions Limited

Annual Report 2009-10 47

(h) Dematerialisation of SharesThe company’s RTA has the required infrastructure for dematerialisation of shares. As per the defined norms of dematerialisationprocess, shares received for dematerialisation are generally taken care within a time span of five days from the date of receipt. As on

st 31 March, 2010, 89.81% of the outstanding shares are in electronic form.

(i) Outstanding Convertible WarrantsstDuring the Financial year ended on 31 March, 2010, the Company issued 8,62,000 Convertible warrants on preferential basis in

accordance with SEBI Guidelines. The said convertible warrants can be converted into the equity shares within 18 months of the issue. As ston 31 March, 2010, none of the said warrants have been converted into Equity Shares.

(j) Registrar & Share Transfer Agent and address of correspondenceAny clarification/grievances/queries/suggestions pertaining to share transfer/Dematerialisation can be addressed to the company’s Registrar and Transfer Agent at their following address:

Link Intime Private LimitedC-13, Pannalal Silk Mills CompoundLBS Road, Bhandup (W), Mumbai-400078Ph: (022) 25963838; Fax: (022) 25962691E-mail: rnt.helpdesk@linkintime.co.in

(k) Compliance OfficerMr. Gaurav Sharma, Company Secretary & Chief Officer (Compliance & Legal)Omnitech House, A/13, Cross Road No. 5, Marol MIDC, Andheri (E), Mumbai – 93Ph: (022) 40956666; Fax: (022) 40956565

(l) Plant Location

(i) A-13, Cross Road No.5, Kondivita Road, Marol M.I.D.C., Andheri (E), Mumbai – 400093

(ii) A-812, T.T.C. Industrial Area, Koparkhairane, Navi Mumbai 400703

(iii) 106, 1st Floor, Building No. 17, Mind Space, Pocharam, Opp. Sanskrit Township, Gatkesar (Township), Hyderabad-500087

13. CEO/CFO CertificationAs required under Clause 49 of the Listing Agreement, a Certificate duly signed by Managing Director (CEO) was placed at the meeting of the

thBoard of Directors held on 18 May, 2010.

(III). NON-MANDATORY REQUIREMENTS1. Compensation Committee

(a) CompositionThe Compensation Committee currently consists of the following three Directors:

1. Dr. Ram K. Mangal - Chairman

2. Dr. Kalimohan J. Bhattacharya - Member

3. Prof. Venkateshwaran H. Iyer - Member

(b) Terms of ReferenceThe terms of reference of the Committee are to review and recommend/approve remuneration payable to the Managerial Personnel.

(c) Meetings and Attendance during the yearth thDuring the year, 2 meetings were held on 12 August, 2009 and 6 October, 2009. The attendance of Committee Members at the said

meetings is as under:

Prof. Venkateshwaran H. Iyer 1

Dr. Ram K. Mangal 2

Mr. Kalimohan J. Bhattacharya 2

By Order of the Board of DirectorsOmnitech InfoSolutions Limted

Sd/-Place : Mumbai (Atul Hemani)Date : 18.05.2010 Managing Director

Members Meetings attended

CEO’S Certification

All the Board Members and Senior Management of the Company have affirmed compliance with the Code of Conduct laid down by the Board of Directors in terms of Clause 49 of the Listing Agreement made with the Stock Exchanges.

For and on behalf of the Board of Directors

Sd/-Place : Mumbai (Atul Hemani)Date : 18.05.2010 Managing Director

Certification by the Chief Executive Officer (CEO)/Chief Financial Officer (CFO) on Financial Statementsof the Company

st(1) I have reviewed financial statements and the cash flow statement for the year ended 31 March, 2010 and that to the best of my knowledgeand belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

(2) There are, to the best of my knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the Company’s code of conduct.

(3) I accept responsibility for establishing and maintaining internal controls for financial reporting and that I have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and I have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which I am aware and the steps I have taken or propose to take to rectify these deficiencies.

(4) I have indicated to the auditors and the Audit committee:

(i) significant changes in internal control over financial reporting during the year;

(ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(iii) instances of significant fraud of which I have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company’s internal control system over financial reporting.

Sd/-Place : Mumbai (Atul Hemani)Date : 18.05.2010 Managing Director

Omnitech InfoSolutions Limited

Annual Report 2009-10 49

Auditors’ Certificate on Compliance of Corporate Governance

To the Members of

OMNITECH INFOSOLUTIONS LIMITEDOmnitech House, A/13, Cross Road, No 5,Kondivita Road, Marol, M.I.D.C., Andheri (East),Mumbai – 400093

stWe have examined the compliance of conditions of Corporate Governance by Omnitech InfoSolutions Limited for the year ended 31 March, 2010 as stipulated in Clause 49 of the listing agreements entered into by the Company with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied in all material respects with the conditions of Corporate Governance as stipulated in the above mentioned listing agreement.

We state that such compliance is neither an assurance as to the future viability of the Company not the efficiency or effectiveness with which management has conducted the affairs of the Company.

For SHAH JADAVJI & CO. [Chartered Accountants]

Sd/-Navin R. Gala

PartnerPlace : Thane Membership No. 40640Date : 18.05.2010 Firm Reg No 109620W

To the Members of

OMNITECH INFOSOLUTIONS LIMITEDOmnitech House, A/13, Cross Road, No 5,Kondivita Road, Marol, M.I.D.C., Andheri (East),Mumbai – 400093

st1. We have audited the attached Balance Sheet of OMNITECH INFOSOLUTIONS LIMITED as at 31 March, 2010 and the attached Profit & Loss account and the Cash Flow statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan & perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. I believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, (the said order) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, (the Act), as amended by the Companies (Auditors Report) amendment Order, 2004, and on the basis of such checks of the books and records as we considered necessary and appropriate and according to the information and explanation given to us during the course of our audit, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in Paragraph 3 above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

ii. In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books.

iii. The Balance Sheet, Profit & Loss Account and Cash Flow statement dealt with by this report are in agreement with the books of accounts.

iv. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow statement dealt with by this report comply with the Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956.

stv. On the basis of written representations received from the directors of the Company as at 31 March, 2010 and taken on record by the Board of Directors, none of the directors is prima facie disqualified as on above date from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

vi. Subject to the forgoing, in our opinion and to the best of our information and according to the explanation given to us, the said accounts read together with the notes on accounts and other notes thereon, give the information as required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

sta. In the case of Balance Sheet of the State of affairs of the Company’s as at 31 March 2010 ;

b. In the case of the Profit & Loss Account ,of the profit for the year ended on that date; and

c. In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

For SHAH JADAVJI & CO. [Chartered Accountants]

Sd/-Navin R. Gala

PartnerPlace : Thane Membership No. 40640Date : 18.05.2010 Firm Reg. No. 109620W

Auditors’ Report

Omnitech InfoSolutions Limited

Annual Report 2009-10 49

Auditors’ Certificate on Compliance of Corporate Governance

To the Members of

OMNITECH INFOSOLUTIONS LIMITEDOmnitech House, A/13, Cross Road, No 5,Kondivita Road, Marol, M.I.D.C., Andheri (East),Mumbai – 400093

stWe have examined the compliance of conditions of Corporate Governance by Omnitech InfoSolutions Limited for the year ended 31 March, 2010 as stipulated in Clause 49 of the listing agreements entered into by the Company with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied in all material respects with the conditions of Corporate Governance as stipulated in the above mentioned listing agreement.

We state that such compliance is neither an assurance as to the future viability of the Company not the efficiency or effectiveness with which management has conducted the affairs of the Company.

For SHAH JADAVJI & CO. [Chartered Accountants]

Sd/-Navin R. Gala

PartnerPlace : Thane Membership No. 40640Date : 18.05.2010 Firm Reg No 109620W

To the Members of

OMNITECH INFOSOLUTIONS LIMITEDOmnitech House, A/13, Cross Road, No 5,Kondivita Road, Marol, M.I.D.C., Andheri (East),Mumbai – 400093

st1. We have audited the attached Balance Sheet of OMNITECH INFOSOLUTIONS LIMITED as at 31 March, 2010 and the attached Profit & Loss account and the Cash Flow statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan & perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. I believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, (the said order) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, (the Act), as amended by the Companies (Auditors Report) amendment Order, 2004, and on the basis of such checks of the books and records as we considered necessary and appropriate and according to the information and explanation given to us during the course of our audit, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in Paragraph 3 above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

ii. In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books.

iii. The Balance Sheet, Profit & Loss Account and Cash Flow statement dealt with by this report are in agreement with the books of accounts.

iv. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow statement dealt with by this report comply with the Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956.

stv. On the basis of written representations received from the directors of the Company as at 31 March, 2010 and taken on record by the Board of Directors, none of the directors is prima facie disqualified as on above date from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

vi. Subject to the forgoing, in our opinion and to the best of our information and according to the explanation given to us, the said accounts read together with the notes on accounts and other notes thereon, give the information as required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

sta. In the case of Balance Sheet of the State of affairs of the Company’s as at 31 March 2010 ;

b. In the case of the Profit & Loss Account ,of the profit for the year ended on that date; and

c. In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

For SHAH JADAVJI & CO. [Chartered Accountants]

Sd/-Navin R. Gala

PartnerPlace : Thane Membership No. 40640Date : 18.05.2010 Firm Reg. No. 109620W

Auditors’ Report

Omnitech InfoSolutions Limited

Annual Report 2009-10 51

Annexure to the Auditor's Report (Referred to in paragraph 3 of our report of even date )

i. (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) The fixed assets are physically verified by the Management at reasonable intervals having regard to size of the Company and nature of its assets. We have been informed that no material discrepancies were noticed during such physical verification.

(c) According to information and explanation given to us, we are of the opinion that during the year, the company has not sold/disposed off any substantial part of its fixed assets; accordingly, going concern is not affected and hence the provisions of sub clause (c) of clause (i) of this order are not applicable.

ii. (a) According to information and explanation given to us, the inventory has been physically verified during the year by the management at regular intervals. In our opinion, the frequency of verification carried out by the management is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventories as compared to book records were not material.

iii. The Company has neither granted nor taken any loans, secured or unsecured, from companies, firms or other parties listed in the Register maintained under Section 301 of the Act. As the Company has neither granted nor taken any loans, secured or unsecured, from companies, firms or other parties listed in the Register maintained under Section 301 of the Act, paragraphs of (iii) (b), (iii) (c) and (iii) (d) of the Order are not applicable.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods. Further based on our examinations and according to the information and explanations given to us, we have neither come across nor have we been informed of any major weakness in the internal control.

v. (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956, if any, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regards to prevailing market prices at the relevant time.

vi. The Company has not taken any deposits from the public within the meaning of section 58 A & 58 AA of the Companies Act, 1956 and the Companies ( Acceptance of Deposit) rules 1975 and hence the provisions of the clause of 4(vi) of the Companies (Auditor's Report) Order, 2003 (as amended ) are not applicable to the company. .

vii. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

viii. In our opinion and according to the information and explanations given to us, the maintenance of cost records has not been prescribed by the Central Government under section 209 (1)(d) of the Companies Act, 1956, for the products manufactured / traded by the Company.

ix. (a) Undisputed Statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, value added tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it, have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, service sttax, sales tax, customs duty, excise duty and cess were in arrears, as at 31 March, 2010 for a period of more than six months from the date

they became payable.

(c) According to the information and explanation given to us, there are no dues of vat tax, customs duty wealth tax, excise duty and cess which have not been deposited on account of any dispute. Company has paid income tax of Rs. 35.00 Lakhs upto 31.03.2010 and additional Rs. 25.00 Lakhs till date on account of dispute for the assessment year 2006-2007 for which assessment was completed during the period under audit, raising a demand of Rs. 2.88 Crores. Company has preferred as appeal with Commissioner of Income Tax (Appeal) – VII on 30.01.2010

stx. The company has neither accumulated losses as at 31 March, 2010 nor it has incurred cash losses during the financial year ended on that date and the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayments of dues to banks or financial institution as at balance sheet date.

xii. In our opinion and according to information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

xiv. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments except those investment which are held as investments. Accordingly the provisions of clause 4 (xiv) of the companies (Auditor's Report) are not applicable to the company.

xv. According to information and explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi. In our opinion, the term loans have been applied for the purpose for which they were raised.

xvii On the overall examinations of the balance sheet of the company, in our opinion and according to information and explanations given to us, no instances of application of long term funds for short term purposes and short term fund for long term purposes were noticed.

xviii According to the information and explanations given to us, the company has not made any preferential allotment of equity shares to parties covered in the register maintained under section under section 301 of the Act, hence the provisions of clause (xviii) are not applicable.

xix The Company has not issued any debentures during the year; hence the provisions of clause (xix) are not applicable.

xx. In our opinion, in respect of monies raised by way of public issue during the year, the management has disclosed the end use of money raised and the same has been verified.

xxi. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For SHAH JADAVJI & CO. [Chartered Accountants]

Sd/-Navin R. Gala

PartnerPlace : Thane Membership No. 40640Date : 18.05.2010 Firm Reg. No. 109620W

Omnitech InfoSolutions Limited

Annual Report 2009-10 51

Annexure to the Auditor's Report (Referred to in paragraph 3 of our report of even date )

i. (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) The fixed assets are physically verified by the Management at reasonable intervals having regard to size of the Company and nature of its assets. We have been informed that no material discrepancies were noticed during such physical verification.

(c) According to information and explanation given to us, we are of the opinion that during the year, the company has not sold/disposed off any substantial part of its fixed assets; accordingly, going concern is not affected and hence the provisions of sub clause (c) of clause (i) of this order are not applicable.

ii. (a) According to information and explanation given to us, the inventory has been physically verified during the year by the management at regular intervals. In our opinion, the frequency of verification carried out by the management is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventories as compared to book records were not material.

iii. The Company has neither granted nor taken any loans, secured or unsecured, from companies, firms or other parties listed in the Register maintained under Section 301 of the Act. As the Company has neither granted nor taken any loans, secured or unsecured, from companies, firms or other parties listed in the Register maintained under Section 301 of the Act, paragraphs of (iii) (b), (iii) (c) and (iii) (d) of the Order are not applicable.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods. Further based on our examinations and according to the information and explanations given to us, we have neither come across nor have we been informed of any major weakness in the internal control.

v. (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956, if any, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regards to prevailing market prices at the relevant time.

vi. The Company has not taken any deposits from the public within the meaning of section 58 A & 58 AA of the Companies Act, 1956 and the Companies ( Acceptance of Deposit) rules 1975 and hence the provisions of the clause of 4(vi) of the Companies (Auditor's Report) Order, 2003 (as amended ) are not applicable to the company. .

vii. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

viii. In our opinion and according to the information and explanations given to us, the maintenance of cost records has not been prescribed by the Central Government under section 209 (1)(d) of the Companies Act, 1956, for the products manufactured / traded by the Company.

ix. (a) Undisputed Statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, value added tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it, have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, service sttax, sales tax, customs duty, excise duty and cess were in arrears, as at 31 March, 2010 for a period of more than six months from the date

they became payable.

(c) According to the information and explanation given to us, there are no dues of vat tax, customs duty wealth tax, excise duty and cess which have not been deposited on account of any dispute. Company has paid income tax of Rs. 35.00 Lakhs upto 31.03.2010 and additional Rs. 25.00 Lakhs till date on account of dispute for the assessment year 2006-2007 for which assessment was completed during the period under audit, raising a demand of Rs. 2.88 Crores. Company has preferred as appeal with Commissioner of Income Tax (Appeal) – VII on 30.01.2010

stx. The company has neither accumulated losses as at 31 March, 2010 nor it has incurred cash losses during the financial year ended on that date and the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayments of dues to banks or financial institution as at balance sheet date.

xii. In our opinion and according to information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

xiv. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments except those investment which are held as investments. Accordingly the provisions of clause 4 (xiv) of the companies (Auditor's Report) are not applicable to the company.

xv. According to information and explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi. In our opinion, the term loans have been applied for the purpose for which they were raised.

xvii On the overall examinations of the balance sheet of the company, in our opinion and according to information and explanations given to us, no instances of application of long term funds for short term purposes and short term fund for long term purposes were noticed.

xviii According to the information and explanations given to us, the company has not made any preferential allotment of equity shares to parties covered in the register maintained under section under section 301 of the Act, hence the provisions of clause (xviii) are not applicable.

xix The Company has not issued any debentures during the year; hence the provisions of clause (xix) are not applicable.

xx. In our opinion, in respect of monies raised by way of public issue during the year, the management has disclosed the end use of money raised and the same has been verified.

xxi. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For SHAH JADAVJI & CO. [Chartered Accountants]

Sd/-Navin R. Gala

PartnerPlace : Thane Membership No. 40640Date : 18.05.2010 Firm Reg. No. 109620W

Omnitech InfoSolutions Limited

Annual Report 2009-10 53

stBalance Sheet as at 31 March 2010(Rs. in Lakhs)

The Schedules referred to above and the notes thereon form an integral part of the Balance Sheet.

As per our Report of even date

For M/s. Shah Jadavji & Co. For and on Behalf of Board of DirectorsChartered Accountants

Sd/- Sd/- Sd/- Sd/-(Navin R. Gala) (Atul Hemani) (Avinash Pitale) (Gaurav Sharma)Partner Managing Director Executive Director Company Secretary &M. No. 40640 Chief OfficerFirm Reg. No. 109620W (Compliance & Legal)

Place : ThaneDate : 18.05.2010

The Schedules referred to above and the notes thereon form an integral part of the Profit & Loss Account.

As per our Report of even date

For M/s. Shah Jadavji & Co. For and on Behalf of Board of DirectorsChartered Accountants

Sd/- Sd/- Sd/- Sd/-(Navin R. Gala) (Atul Hemani) (Avinash Pitale) (Gaurav Sharma)Partner Managing Director Executive Director Company Secretary &M. No. 40640 Chief OfficerFirm Reg. No. 109620W (Compliance & Legal)

Place : ThaneDate : 18.05.2010

stProfit & Loss Account for the year ended 31 March 2010 (Rs. in Lakhs)

Sch. No. As at As atst st31 March 2010 31 March 2009

SOURCES OF FUNDS

Shareholders Funds

Share Capital 1 1,385.85 1,313.93

Reserves & Surplus 2 15,720.08 10,805.63

Equity Share Warrants 3 266.02 219.30

Deferred Tax Liability 902.35 658.86

Loan Funds

Secured Loans 4 4,391.52 3,322.59

Unsecured Loan - -

22,665.82 16,320.30

APPLICATION OF FUNDS

Fixed Assets 5 15,322.51 8,795.85

Less : Depreciation 3,066.21 2,007.30

Net Block 12,256.31 6,788.55

Less : Impairment of Assets 6.10 6.10

12,250.21 6,782.45

Capital Work in Process 1,385.97 793.49

Investments 6 258.53 1,389.96

Current Assets, Loans and Advances

Receivables 7 5,139.19 5,849.13

Cash & Bank Balance including Fixed Deposits 8 386.13 284.93

Inventories 9 2,871.13 1,400.06

Loans and Advances 10 3,552.58 1,663.25

Sub Total 11,949.04 9,197.36

Current Liabilities and Provisions

Current Liabilities 11 866.52 518.76

Provisions 12 2,311.41 1,330.22

Sub Total 3,177.93 1,848.98

Net Current Assets 8,771.11 7,348.39

Misc Expenditure (to the extent not written off)

Preliminary Expenses - 6.02

22,665.82 16,320.30

Significant Accounting Policies & Notes on Accounts 19

Sch. No. Year ended Year endedst st31 March 2010 31 March 2009

INCOME

Income from Operations 21,649.66 17,142.62

Other Income 13 105.30 218.51

(Loss) / Profit on Sale of Fixed Assets 20.49 -

Total Income 21,775.45 17,361.13

EXPENDITURE

Materials Consumed and Other Direct Expenses 14 12,250.73 9,746.65

Staff Cost 15 1,323.13 1,000.59

Administrative and Other Expenses 16 838.04 946.86

Selling and Distribution Expenses 17 300.40 307.17

Financial Expenses 18 462.45 379.04

Miscellaneous Expenditure Written Off 6.02 7.93

Total Expenditure 15,180.77 12,388.23

Net Profit before Depreciation and Tax 6,594.68 4,972.90

Less : Depreciation 1,565.89 795.01

Net Profit before Tax 5,028.80 4,177.89

Less : Provision for Taxation - Current Year 846.35 473.23

Less : Provision for Fringe Benefit Tax - 17.35

Less : Provision for Deferred Tax 243.50 377.43

Net Profit after Tax 3,938.95 3,309.88

Less : Proposed Dividend 207.88 157.67

Less : Dividend Tax 35.33 26.80

Less : Transfer to General Reserves 200.89 85.00

Balance carried forward to Balance Sheet 3,494.86 3,040.41

Significant Accounting Policies & Notes on Accounts 19

Omnitech InfoSolutions Limited

Annual Report 2009-10 53

stBalance Sheet as at 31 March 2010(Rs. in Lakhs)

The Schedules referred to above and the notes thereon form an integral part of the Balance Sheet.

As per our Report of even date

For M/s. Shah Jadavji & Co. For and on Behalf of Board of DirectorsChartered Accountants

Sd/- Sd/- Sd/- Sd/-(Navin R. Gala) (Atul Hemani) (Avinash Pitale) (Gaurav Sharma)Partner Managing Director Executive Director Company Secretary &M. No. 40640 Chief OfficerFirm Reg. No. 109620W (Compliance & Legal)

Place : ThaneDate : 18.05.2010

The Schedules referred to above and the notes thereon form an integral part of the Profit & Loss Account.

As per our Report of even date

For M/s. Shah Jadavji & Co. For and on Behalf of Board of DirectorsChartered Accountants

Sd/- Sd/- Sd/- Sd/-(Navin R. Gala) (Atul Hemani) (Avinash Pitale) (Gaurav Sharma)Partner Managing Director Executive Director Company Secretary &M. No. 40640 Chief OfficerFirm Reg. No. 109620W (Compliance & Legal)

Place : ThaneDate : 18.05.2010

stProfit & Loss Account for the year ended 31 March 2010 (Rs. in Lakhs)

Sch. No. As at As atst st31 March 2010 31 March 2009

SOURCES OF FUNDS

Shareholders Funds

Share Capital 1 1,385.85 1,313.93

Reserves & Surplus 2 15,720.08 10,805.63

Equity Share Warrants 3 266.02 219.30

Deferred Tax Liability 902.35 658.86

Loan Funds

Secured Loans 4 4,391.52 3,322.59

Unsecured Loan - -

22,665.82 16,320.30

APPLICATION OF FUNDS

Fixed Assets 5 15,322.51 8,795.85

Less : Depreciation 3,066.21 2,007.30

Net Block 12,256.31 6,788.55

Less : Impairment of Assets 6.10 6.10

12,250.21 6,782.45

Capital Work in Process 1,385.97 793.49

Investments 6 258.53 1,389.96

Current Assets, Loans and Advances

Receivables 7 5,139.19 5,849.13

Cash & Bank Balance including Fixed Deposits 8 386.13 284.93

Inventories 9 2,871.13 1,400.06

Loans and Advances 10 3,552.58 1,663.25

Sub Total 11,949.04 9,197.36

Current Liabilities and Provisions

Current Liabilities 11 866.52 518.76

Provisions 12 2,311.41 1,330.22

Sub Total 3,177.93 1,848.98

Net Current Assets 8,771.11 7,348.39

Misc Expenditure (to the extent not written off)

Preliminary Expenses - 6.02

22,665.82 16,320.30

Significant Accounting Policies & Notes on Accounts 19

Sch. No. Year ended Year endedst st31 March 2010 31 March 2009

INCOME

Income from Operations 21,649.66 17,142.62

Other Income 13 105.30 218.51

(Loss) / Profit on Sale of Fixed Assets 20.49 -

Total Income 21,775.45 17,361.13

EXPENDITURE

Materials Consumed and Other Direct Expenses 14 12,250.73 9,746.65

Staff Cost 15 1,323.13 1,000.59

Administrative and Other Expenses 16 838.04 946.86

Selling and Distribution Expenses 17 300.40 307.17

Financial Expenses 18 462.45 379.04

Miscellaneous Expenditure Written Off 6.02 7.93

Total Expenditure 15,180.77 12,388.23

Net Profit before Depreciation and Tax 6,594.68 4,972.90

Less : Depreciation 1,565.89 795.01

Net Profit before Tax 5,028.80 4,177.89

Less : Provision for Taxation - Current Year 846.35 473.23

Less : Provision for Fringe Benefit Tax - 17.35

Less : Provision for Deferred Tax 243.50 377.43

Net Profit after Tax 3,938.95 3,309.88

Less : Proposed Dividend 207.88 157.67

Less : Dividend Tax 35.33 26.80

Less : Transfer to General Reserves 200.89 85.00

Balance carried forward to Balance Sheet 3,494.86 3,040.41

Significant Accounting Policies & Notes on Accounts 19

Omnitech InfoSolutions Limited

Annual Report 2009-10 55

stCash Flow Statement for the year ended 31 March 2010

For M/s. Shah Jadavji & Co. For and on Behalf of Board of DirectorsChartered Accountants

Sd/- Sd/- Sd/- Sd/-(Navin R. Gala) (Atul Hemani) (Avinash Pitale) (Gaurav Sharma)Partner Managing Director Executive Director Company Secretary &M. No. 40640 Chief OfficerFirm Reg. No. 109620W (Compliance & Legal)

Place : ThaneDate : 18.05.2010

(Rs. in Lakhs) (Rs. in Lakhs)Year ended Year ended

st st31 March 2010 31 March 2009

(A) Cash flow from operating activities

Net profit before tax & extra ordinary items & prior period items 5,028.80 4,177.89

Adjustment for:

Profit on sale of fixed assets -20.49 0.00

Dividend income -18.43 -163.24

Discount -21.82 0.00

Unrealised Foreign Exchange Gain/loss -6.54 -530.17

Investment written back -3.81 0.00

Interest Income -10.80 -33.79

Capital gain -53.56 0.00

4,893.35 3,450.69

Miscellaneous expenses written off 6.02 7.93

Acquisition Expenses 0.00 39.54

Depreciation 1,565.89 795.01

Provision for Impairment of Assets 0.00 6.10

Provision for Slow Moving Items 0.00 8.47

Bad Debts 59.53 75.71

Financial expenses 462.45 379.02

Provision for diminuation in value of assets 0.00 99.85

2,093.89 1,411.63

Operating profits before working capital changes 6,987.24 4,862.32

Changes in working capital

(Increase)/Decrease in Receivables 709.94 -2,334.74

(Increase)/Decrease in Other Current Assets -1,453.80 -851.59

(Increase)/Decrease in Loans and Advances -1,348.23 -1,030.04

Increase/(Decrease) in Trade & Other Payable 347.50 -163.35

Increase/(Decrease) in Provision for Expenses 92.18 693.26

Taxes Paid(T.D.S) -557.19 -163.11

-2,209.60 -3,849.57

Cash flow from operating activities TOTAL [A] 4,777.64 1,012.75

Year ended Year endedst st31 March 2010 31 March 2009

B) Cash flow from investing activities

Purchase of fixed assets (net of sales) -7,040.29 -2,629.58

Dividend received 18.43 163.24

Interest Income 10.80 33.79

Proceeds from sale of investments (net of purchases) 1,184.77 835.41

Capital work in progress -592.48 -793.49

Net cash used in investment activities TOTAL [B] -6,418.77 -2,390.63

C) Cash flow from financing activities

(Repayment of loan)/proceeds from borrowing (net) 1,068.92 1,467.46

Financial expenses -462.45 -379.04

Dividend paid -157.42 -157.67

Dividend Tax paid -26.80 -26.80

Issue of share warrants 146.98 219.30

Increase in share capital and share premium 1,190.36 0.00

Net cash used in financing activities TOTAL [C] 1,759.59 1,123.25

Net changes in cash or cash equivalents (A+B+C) 118.46 -254.63

Cash & Cash equivalents at the beginning of the year 151.26 405.89

Cash & Cash equivalents at the end of the year 269.71 151.26

stCash Flow Statement for the year ended 31 March 2010

Omnitech InfoSolutions Limited

Annual Report 2009-10 55

stCash Flow Statement for the year ended 31 March 2010

For M/s. Shah Jadavji & Co. For and on Behalf of Board of DirectorsChartered Accountants

Sd/- Sd/- Sd/- Sd/-(Navin R. Gala) (Atul Hemani) (Avinash Pitale) (Gaurav Sharma)Partner Managing Director Executive Director Company Secretary &M. No. 40640 Chief OfficerFirm Reg. No. 109620W (Compliance & Legal)

Place : ThaneDate : 18.05.2010

(Rs. in Lakhs) (Rs. in Lakhs)Year ended Year ended

st st31 March 2010 31 March 2009

(A) Cash flow from operating activities

Net profit before tax & extra ordinary items & prior period items 5,028.80 4,177.89

Adjustment for:

Profit on sale of fixed assets -20.49 0.00

Dividend income -18.43 -163.24

Discount -21.82 0.00

Unrealised Foreign Exchange Gain/loss -6.54 -530.17

Investment written back -3.81 0.00

Interest Income -10.80 -33.79

Capital gain -53.56 0.00

4,893.35 3,450.69

Miscellaneous expenses written off 6.02 7.93

Acquisition Expenses 0.00 39.54

Depreciation 1,565.89 795.01

Provision for Impairment of Assets 0.00 6.10

Provision for Slow Moving Items 0.00 8.47

Bad Debts 59.53 75.71

Financial expenses 462.45 379.02

Provision for diminuation in value of assets 0.00 99.85

2,093.89 1,411.63

Operating profits before working capital changes 6,987.24 4,862.32

Changes in working capital

(Increase)/Decrease in Receivables 709.94 -2,334.74

(Increase)/Decrease in Other Current Assets -1,453.80 -851.59

(Increase)/Decrease in Loans and Advances -1,348.23 -1,030.04

Increase/(Decrease) in Trade & Other Payable 347.50 -163.35

Increase/(Decrease) in Provision for Expenses 92.18 693.26

Taxes Paid(T.D.S) -557.19 -163.11

-2,209.60 -3,849.57

Cash flow from operating activities TOTAL [A] 4,777.64 1,012.75

Year ended Year endedst st31 March 2010 31 March 2009

B) Cash flow from investing activities

Purchase of fixed assets (net of sales) -7,040.29 -2,629.58

Dividend received 18.43 163.24

Interest Income 10.80 33.79

Proceeds from sale of investments (net of purchases) 1,184.77 835.41

Capital work in progress -592.48 -793.49

Net cash used in investment activities TOTAL [B] -6,418.77 -2,390.63

C) Cash flow from financing activities

(Repayment of loan)/proceeds from borrowing (net) 1,068.92 1,467.46

Financial expenses -462.45 -379.04

Dividend paid -157.42 -157.67

Dividend Tax paid -26.80 -26.80

Issue of share warrants 146.98 219.30

Increase in share capital and share premium 1,190.36 0.00

Net cash used in financing activities TOTAL [C] 1,759.59 1,123.25

Net changes in cash or cash equivalents (A+B+C) 118.46 -254.63

Cash & Cash equivalents at the beginning of the year 151.26 405.89

Cash & Cash equivalents at the end of the year 269.71 151.26

stCash Flow Statement for the year ended 31 March 2010

Omnitech InfoSolutions Limited

Annual Report 2009-10 57

stSchedules forming part of Balance Sheet as at 31 March 2010(Rs. in Lakhs) (Rs. in Lakhs)

As at As atst st31 March 2010 31 March 2009

1 SHARE CAPITAL

Authorised Share Capital20000000 (20000000) Equity Shares of Rs.10/- each 2,000.00 2,000.00

Issued , Subscribed and Paid up Share Capital13858493 (13139283) Equity Shares of Rs.10/- each, fully paid up. 1,385.85 1,313.93

(a) Of the above 3024820 (3024820) Equity Shares of Rs.10/- each have beenissued as fully paid up bonus shares by capitalisation of free reserves

(b) Of the above 400000 (400000) equity shares of Rs.10/- each issuedat a premium of Rs.90/- per share on preferential basis.

(c) Of the above 3333333 (3333333) equity sharesof Rs. 10/- each issued at a premium of Rs.95/- per share In IPO.

(d) Of the above 719210 (Nil) equity shares of Rs.10/- each issued at apremium of Rs.155.51 per share pursuant to conversion of Share Warrants

1,385.85 1,313.93

2 RESERVES AND SURPLUS

Share PremiumAmount Brought Forward 3,504.47 3,504.47

Add: Additions During the Period 1,118.44 -

4,622.92 3,504.47

Less: Utilised for issue of fully paid bonus shares - -

4,622.92 3,504.47

Less : Utilised for writing off Issue Expenses - -

4,622.92 3,504.47

General ReserveAmount Brought Forward 150.55 65.55

Add: Additions During the Period 200.89 85.00

351.43 150.55

Less: Utilised for issue of Fully Paid Bonus shares - -

351.43 150.55

Profit and Loss AccountAmount brought forward 7,150.61 4,110.19

Transferred from Profit and Loss A/c 3,494.86 3,040.41

10,645.47 7,150.61

Less: Utilised for issue of fully paid bonus shares - -

Less: Provision for Gratuity - -

Less: Provision for Leave Encashment - -

10,645.47 7,150.61

Capital ReserveAmount forfeited due to lapse of Share Warrants 100.26 -

100.26 -

15,720.08 10,805.63

3. EQUITY SHARE WARRANTS

Upfront Consideration at, 8,62,000 (13,25,000) Equity Warrants of Rs.10 eachto be converted into one Equity Share at a premium of Rs. 112.59 (Rs.155.51)

nd thin exercise of Warrant Holders on or before 22 June, 2010 (4 January, 2010) 264.18 219.30

Remaining Consideration at, 2000 (Nil) Equity Warrants outof 8,62,000 Equity Warrants pending conversion 1.84 -

266.02 219.30

As at As atst st31 March 2010 31 March 2009

4 SECURED LOANS

(a) From Axis Bank Ltd.:

Term Loan 35.02 125.49(Secured against first charge on movable assets, current assets,mortgage of immovable properties of the company andpersonal guarantee of some of the Directors)[Amount due within one year is Rs. 3501706/- (Rs. 9047654/-)]

Working Capital Demand Loan - -(Secured against hypothecation of entire currentassets, stocks and book debts of the company)

Cash Credit - 1,230.75(Secured against hypothecation of entire current assets,stocks and book debts of the company)

Letter of Credit - 497.42(Secured against hypothecation of entire current assets,stocks and book debts of the company)

(b) From Kotak Mahindra Bank Ltd.:

Working Capital Demand Loan 300.00 -(Secured against hypothecation of entire current assets,stocks and book debts of the company)

Term Loan 847.65 -(Secured against first pari passu charge on movable assets,second pari passu charge on current assets, mortgage ofimmovable properties of the company by second pari passu charge)[Amount due within one year is Rs. 35075270/- (Nil)]

(c) From Standard Chartered Bank Ltd.:

Cash Credit 404.75 251.06(Secured against hypothecation of stocks and book debtsof the company)

Packing Credit in Foreign Currency 724.60 798.50(Secured against hypothecation of stocks and book debtsof the company)

(d) From Hongkong and Shanghai Banking Corporation Ltd.:

Packing Credit in Foreign Currency - 417.88(Secured against hypothecation of entire current assets, stocks andbook debts of the company)

(e) From ICICI Bank Ltd.:

Car Loan 9.98 1.48(Secured against hypothecation of Cars)[Amount due within one year is Rs. 191584/- ( 148198/-)]

(f) From HDFC Bank:(Secured against hypothecation of Cars) 5.41 -[Amount due within one year is Rs. 244482/- (NIL)]

(g) From IDBI Bank Ltd.:

Cash Credit 1,309.08 -(Secured against first pari passu charge on movable assets,first pari passu charge on current assets, mortgage of immovableproperties of the company by second pari passu charge)

Letter of Credit 755.02 -(Secured against first pari passu charge on movable assets,first pari passu charge on current assets, mortgage of immovableproperties of the company by second pari passu charge)

4,391.52 3,322.59

stSchedules forming part of Balance Sheet as at 31 March 2010

Omnitech InfoSolutions Limited

Annual Report 2009-10 57

stSchedules forming part of Balance Sheet as at 31 March 2010(Rs. in Lakhs) (Rs. in Lakhs)

As at As atst st31 March 2010 31 March 2009

1 SHARE CAPITAL

Authorised Share Capital20000000 (20000000) Equity Shares of Rs.10/- each 2,000.00 2,000.00

Issued , Subscribed and Paid up Share Capital13858493 (13139283) Equity Shares of Rs.10/- each, fully paid up. 1,385.85 1,313.93

(a) Of the above 3024820 (3024820) Equity Shares of Rs.10/- each have beenissued as fully paid up bonus shares by capitalisation of free reserves

(b) Of the above 400000 (400000) equity shares of Rs.10/- each issuedat a premium of Rs.90/- per share on preferential basis.

(c) Of the above 3333333 (3333333) equity sharesof Rs. 10/- each issued at a premium of Rs.95/- per share In IPO.

(d) Of the above 719210 (Nil) equity shares of Rs.10/- each issued at apremium of Rs.155.51 per share pursuant to conversion of Share Warrants

1,385.85 1,313.93

2 RESERVES AND SURPLUS

Share PremiumAmount Brought Forward 3,504.47 3,504.47

Add: Additions During the Period 1,118.44 -

4,622.92 3,504.47

Less: Utilised for issue of fully paid bonus shares - -

4,622.92 3,504.47

Less : Utilised for writing off Issue Expenses - -

4,622.92 3,504.47

General ReserveAmount Brought Forward 150.55 65.55

Add: Additions During the Period 200.89 85.00

351.43 150.55

Less: Utilised for issue of Fully Paid Bonus shares - -

351.43 150.55

Profit and Loss AccountAmount brought forward 7,150.61 4,110.19

Transferred from Profit and Loss A/c 3,494.86 3,040.41

10,645.47 7,150.61

Less: Utilised for issue of fully paid bonus shares - -

Less: Provision for Gratuity - -

Less: Provision for Leave Encashment - -

10,645.47 7,150.61

Capital ReserveAmount forfeited due to lapse of Share Warrants 100.26 -

100.26 -

15,720.08 10,805.63

3. EQUITY SHARE WARRANTS

Upfront Consideration at, 8,62,000 (13,25,000) Equity Warrants of Rs.10 eachto be converted into one Equity Share at a premium of Rs. 112.59 (Rs.155.51)

nd thin exercise of Warrant Holders on or before 22 June, 2010 (4 January, 2010) 264.18 219.30

Remaining Consideration at, 2000 (Nil) Equity Warrants outof 8,62,000 Equity Warrants pending conversion 1.84 -

266.02 219.30

As at As atst st31 March 2010 31 March 2009

4 SECURED LOANS

(a) From Axis Bank Ltd.:

Term Loan 35.02 125.49(Secured against first charge on movable assets, current assets,mortgage of immovable properties of the company andpersonal guarantee of some of the Directors)[Amount due within one year is Rs. 3501706/- (Rs. 9047654/-)]

Working Capital Demand Loan - -(Secured against hypothecation of entire currentassets, stocks and book debts of the company)

Cash Credit - 1,230.75(Secured against hypothecation of entire current assets,stocks and book debts of the company)

Letter of Credit - 497.42(Secured against hypothecation of entire current assets,stocks and book debts of the company)

(b) From Kotak Mahindra Bank Ltd.:

Working Capital Demand Loan 300.00 -(Secured against hypothecation of entire current assets,stocks and book debts of the company)

Term Loan 847.65 -(Secured against first pari passu charge on movable assets,second pari passu charge on current assets, mortgage ofimmovable properties of the company by second pari passu charge)[Amount due within one year is Rs. 35075270/- (Nil)]

(c) From Standard Chartered Bank Ltd.:

Cash Credit 404.75 251.06(Secured against hypothecation of stocks and book debtsof the company)

Packing Credit in Foreign Currency 724.60 798.50(Secured against hypothecation of stocks and book debtsof the company)

(d) From Hongkong and Shanghai Banking Corporation Ltd.:

Packing Credit in Foreign Currency - 417.88(Secured against hypothecation of entire current assets, stocks andbook debts of the company)

(e) From ICICI Bank Ltd.:

Car Loan 9.98 1.48(Secured against hypothecation of Cars)[Amount due within one year is Rs. 191584/- ( 148198/-)]

(f) From HDFC Bank:(Secured against hypothecation of Cars) 5.41 -[Amount due within one year is Rs. 244482/- (NIL)]

(g) From IDBI Bank Ltd.:

Cash Credit 1,309.08 -(Secured against first pari passu charge on movable assets,first pari passu charge on current assets, mortgage of immovableproperties of the company by second pari passu charge)

Letter of Credit 755.02 -(Secured against first pari passu charge on movable assets,first pari passu charge on current assets, mortgage of immovableproperties of the company by second pari passu charge)

4,391.52 3,322.59

stSchedules forming part of Balance Sheet as at 31 March 2010

Omnitech InfoSolutions Limited

Annual Report 2009-10 59

stSchedules forming part of Balance Sheet as at 31 March 2010 (Contd.)

5. F

ixed

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(Rs. in Lakhs)

stSchedules forming part of Balance Sheet as at 31 March 2010 (Contd.)

As at As atst st31 March 2010 31 March 2009

6 INVESTMENTS

Short Term Investments(Trade - Quoted)

Birla Sunlife Income Plus Growth Fund - 20.00NIL ( 51,097.18) units of Rs. 39.1411/- each, Market Valueas on 31.03.10 is NIL Previous Year (Rs. 2,023,928.641/-)

Birla Sunlife Income Plus Quarterly Dividend - 71.26NIL (637187.96) units of Rs. 11.7199/- each, Market Valueas on 31.03.10 is NIL Previous Year (Rs. 7,126,246.3/-)

DSP Blackrock Bond Fund - Growth Fund - 97.50NIL ( 335,739.46) units of Rs. 29.785/- each, Market Valueas on 31.03.10 is NIL Previous Year (Rs. 9,749,907.78/-)

DSP Blackrock Floating Rate Fund - 43.00NIL ( 304,431.245) units of Rs. 14.1247/- each, Market Valueas on 31.03.10 is NIL Previous Year (Rs. 4,307,001.925/-)

ICICI Prudential Institutional Income Plan - Quarterly Dividend - 465.46NIL (870,537.45) units of Rs. 11.9171/- each and NIL(3,194,425.267) units of Rs. 12.487/- each, Market Valueas on 31.03.10 is NIL (Previous Year Rs. 46,546,262.78/-)

Reliance Income Fund Quarterly Dividend - 274.60NIL ( 2,113,583.73) units of Rs. 14.1983/- each, Market Valueas on 31.03.10 is NIL Previous Year (Rs. 27,459,891.18/-)

Reliance Income Fund Monthly Dividend - 145.58NIL ( 1,425,497.41) units of Rs. 11.4871/- each, Market Valueas on 31.03.10 is NIL Previous Year (Rs. 14,558,319.93/-)

UTI Bond Fund Growth - 223.74NIL ( 890,561.66) units of Rs. 28.12/- each, Market Valueas on 31.03.10 is NIL Previous Year (Rs. 22,373,847.75/-)

[Aggregate amount of Quoted InvestmentsAggregate Market Value NIL(Previous Year Rs. 134,145,406.29/-)] - 1,341.14

Long Term Investment

(Other than traded - Unquoted)

12709 Shares of Bombay Mercantile Co-op Bank Ltdof Rs. 30/- each fully paid up 3.81 3.81

31300 (31300 ) shares of USD 1/- each ofOmnitech Technologies Inc, USA 12.93 12.93

NIL (160) shares of YEN 50000/- each ofOmnitech TSB Co. Ltd, Japan - 32.07

180 (NIL) shares of EURO 100/- each ofEurope Omnitech Technologies Services B.V., Netherlands 66.52 -

367233 (NIL) shares of USD 1/- each ofOmnitech Services Pte. Ltd., Singapore 171.64 -

Investment in FCD/PCD of Lloyds Finance Ltd. 3.62 -

[Aggregate amount of unquoted investmentsRs. 2,58,52,835/- (Previous Year Rs. 48,81,195/-)] 258.53 48.81

258.53 1,389.96

Omnitech InfoSolutions Limited

Annual Report 2009-10 59

stSchedules forming part of Balance Sheet as at 31 March 2010 (Contd.)

5. F

ixed

Ass

ets

(Rs.

in L

akhs

)

1.Bu

sines

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(Rs. in Lakhs)

stSchedules forming part of Balance Sheet as at 31 March 2010 (Contd.)

As at As atst st31 March 2010 31 March 2009

6 INVESTMENTS

Short Term Investments(Trade - Quoted)

Birla Sunlife Income Plus Growth Fund - 20.00NIL ( 51,097.18) units of Rs. 39.1411/- each, Market Valueas on 31.03.10 is NIL Previous Year (Rs. 2,023,928.641/-)

Birla Sunlife Income Plus Quarterly Dividend - 71.26NIL (637187.96) units of Rs. 11.7199/- each, Market Valueas on 31.03.10 is NIL Previous Year (Rs. 7,126,246.3/-)

DSP Blackrock Bond Fund - Growth Fund - 97.50NIL ( 335,739.46) units of Rs. 29.785/- each, Market Valueas on 31.03.10 is NIL Previous Year (Rs. 9,749,907.78/-)

DSP Blackrock Floating Rate Fund - 43.00NIL ( 304,431.245) units of Rs. 14.1247/- each, Market Valueas on 31.03.10 is NIL Previous Year (Rs. 4,307,001.925/-)

ICICI Prudential Institutional Income Plan - Quarterly Dividend - 465.46NIL (870,537.45) units of Rs. 11.9171/- each and NIL(3,194,425.267) units of Rs. 12.487/- each, Market Valueas on 31.03.10 is NIL (Previous Year Rs. 46,546,262.78/-)

Reliance Income Fund Quarterly Dividend - 274.60NIL ( 2,113,583.73) units of Rs. 14.1983/- each, Market Valueas on 31.03.10 is NIL Previous Year (Rs. 27,459,891.18/-)

Reliance Income Fund Monthly Dividend - 145.58NIL ( 1,425,497.41) units of Rs. 11.4871/- each, Market Valueas on 31.03.10 is NIL Previous Year (Rs. 14,558,319.93/-)

UTI Bond Fund Growth - 223.74NIL ( 890,561.66) units of Rs. 28.12/- each, Market Valueas on 31.03.10 is NIL Previous Year (Rs. 22,373,847.75/-)

[Aggregate amount of Quoted InvestmentsAggregate Market Value NIL(Previous Year Rs. 134,145,406.29/-)] - 1,341.14

Long Term Investment

(Other than traded - Unquoted)

12709 Shares of Bombay Mercantile Co-op Bank Ltdof Rs. 30/- each fully paid up 3.81 3.81

31300 (31300 ) shares of USD 1/- each ofOmnitech Technologies Inc, USA 12.93 12.93

NIL (160) shares of YEN 50000/- each ofOmnitech TSB Co. Ltd, Japan - 32.07

180 (NIL) shares of EURO 100/- each ofEurope Omnitech Technologies Services B.V., Netherlands 66.52 -

367233 (NIL) shares of USD 1/- each ofOmnitech Services Pte. Ltd., Singapore 171.64 -

Investment in FCD/PCD of Lloyds Finance Ltd. 3.62 -

[Aggregate amount of unquoted investmentsRs. 2,58,52,835/- (Previous Year Rs. 48,81,195/-)] 258.53 48.81

258.53 1,389.96

Omnitech InfoSolutions Limited

Annual Report 2009-10 61

stSchedules forming part of Balance Sheet as at 31 March 2010 (Contd.) stSchedules forming part of Profit & Loss Account for the year ended 31 March 2010 (Rs. in Lakhs) (Rs. in Lakhs)

As at As atst st31 March 2010 31 March 2009

7 SUNDRY DEBTORS

(Unsecured, Considered Good)

Debts outstanding for a period exceeding six months 1,340.73 3,329.58

Other Debtors 3,798.46 2,519.54

5,139.19 5,849.13

8. CASH AND BANK BALANCES

Cash-in-hand 16.32 11.61

Balances with Scheduled Banks

On Current Accounts 253.43 139.65

On Deposit Accounts 116.02 133.30

On Margin Money Accounts 0.37 0.37

386.13 284.93

9. INVENTORIES

Finished Goods 2,871.13 1,400.06

(Inventory valued at cost or market value whicheveris lower and as certified by the management)

2,871.13 1,400.06

10. LOANS AND ADVANCES

(Unsecured, Considered Good)

Advances recoverable in cash or in kind orfor value to be received 3,458.80 1,580.00

Deposits 93.79 83.25

3,552.58 1,663.25

11. CURRENT LIABILITIES

Sundry Creditors 705.22 224.35

Unpaid Dividend 7.57 7.31

Duties & Taxes 99.33 216.13

Deposits Received 54.39 70.96

866.52 518.76

12. PROVISIONS

Provision For Expenses 166.51 143.91

Provision For Gratuity 42.75 8.51

Provision For Leave Encashment 49.12 13.78

Provision For Income Tax 1,776.34 930.00

Provision For FBT 33.47 49.55

Provision For Proposed Dividend 207.88 157.67

Provision For Dividend Tax 35.33 26.80

2,311.41 1,330.22

Year Ended Year Endedst st31 March 2010 31 March 2009

13. OTHER INCOME

Capital Gain 53.56 -

Interest Income 10.80 33.79

Miscellaneous Receipts 22.51 21.48

Dividend from Mutual Funds on short term investments 18.43 163.24

105.30 218.51

14. MATERIALS CONSUMED AND OTHER DIRECT EXPENSES

Cost of Sales 11,911.46 9,506.56

Consumable Spares Parts and Stores 111.46 18.89

Transportation 1.71 0.44

Technical Repairs and Service Charges 226.09 220.76

12,250.73 9,746.65

15. STAFF COST

Salaries & Bonus 1,199.30 888.83

PF & ESIC Contribution 32.44 27.63

Remuneration to Whole Time Directors 89.09 82.78

Sitting Fees to Non-Executive Directors 2.30 1.35

1,323.13 1,000.59

16. ADMINISTRATIVE AND OTHER EXPENSESConveyance 9.64 9.07 Rent, Rates and Taxes 140.44 111.92 Communication Cost 69.52 62.01Legal and Professional Charges 377.85 499.70Postage & Courier 9.18 4.26Printing & Stationery 14.45 15.77Diwali and Pooja Expenses 4.20 3.79 Office Maintenance 16.50 12.33 Electricity Charges 30.81 32.94 Insurance 10.25 2.44 Vehicle Maintenance Expenses 11.61 8.25 Books & Periodicals 0.12 0.14 Statutory Fees 10.06 0.42 License Renewal Fees - 0.31 Fuel Charges 3.63 3.78 Provision for Impairment of Assets - 6.10 Provision for diminuation in Value of Assets - 99.85 Membership & Subscription 5.35 3.57 Office Expenses 45.24 36.55 Packing Expenses 0.83 0.05 Recruitment Expenses 16.30 12.99 Registration Expenses 0.16 0.46 Claim against performance guarantee - 10.22 Stock Exchange Expenses 0.79 0.75 Donation 23.07 -Sale Tax Paid (Assessment Dues) 27.62 -Service Tax Expenses 1.07 -Miscellaneous Expenses 9.35 9.18

838.04 946.86

Omnitech InfoSolutions Limited

Annual Report 2009-10 61

stSchedules forming part of Balance Sheet as at 31 March 2010 (Contd.) stSchedules forming part of Profit & Loss Account for the year ended 31 March 2010 (Rs. in Lakhs) (Rs. in Lakhs)

As at As atst st31 March 2010 31 March 2009

7 SUNDRY DEBTORS

(Unsecured, Considered Good)

Debts outstanding for a period exceeding six months 1,340.73 3,329.58

Other Debtors 3,798.46 2,519.54

5,139.19 5,849.13

8. CASH AND BANK BALANCES

Cash-in-hand 16.32 11.61

Balances with Scheduled Banks

On Current Accounts 253.43 139.65

On Deposit Accounts 116.02 133.30

On Margin Money Accounts 0.37 0.37

386.13 284.93

9. INVENTORIES

Finished Goods 2,871.13 1,400.06

(Inventory valued at cost or market value whicheveris lower and as certified by the management)

2,871.13 1,400.06

10. LOANS AND ADVANCES

(Unsecured, Considered Good)

Advances recoverable in cash or in kind orfor value to be received 3,458.80 1,580.00

Deposits 93.79 83.25

3,552.58 1,663.25

11. CURRENT LIABILITIES

Sundry Creditors 705.22 224.35

Unpaid Dividend 7.57 7.31

Duties & Taxes 99.33 216.13

Deposits Received 54.39 70.96

866.52 518.76

12. PROVISIONS

Provision For Expenses 166.51 143.91

Provision For Gratuity 42.75 8.51

Provision For Leave Encashment 49.12 13.78

Provision For Income Tax 1,776.34 930.00

Provision For FBT 33.47 49.55

Provision For Proposed Dividend 207.88 157.67

Provision For Dividend Tax 35.33 26.80

2,311.41 1,330.22

Year Ended Year Endedst st31 March 2010 31 March 2009

13. OTHER INCOME

Capital Gain 53.56 -

Interest Income 10.80 33.79

Miscellaneous Receipts 22.51 21.48

Dividend from Mutual Funds on short term investments 18.43 163.24

105.30 218.51

14. MATERIALS CONSUMED AND OTHER DIRECT EXPENSES

Cost of Sales 11,911.46 9,506.56

Consumable Spares Parts and Stores 111.46 18.89

Transportation 1.71 0.44

Technical Repairs and Service Charges 226.09 220.76

12,250.73 9,746.65

15. STAFF COST

Salaries & Bonus 1,199.30 888.83

PF & ESIC Contribution 32.44 27.63

Remuneration to Whole Time Directors 89.09 82.78

Sitting Fees to Non-Executive Directors 2.30 1.35

1,323.13 1,000.59

16. ADMINISTRATIVE AND OTHER EXPENSESConveyance 9.64 9.07 Rent, Rates and Taxes 140.44 111.92 Communication Cost 69.52 62.01Legal and Professional Charges 377.85 499.70Postage & Courier 9.18 4.26Printing & Stationery 14.45 15.77Diwali and Pooja Expenses 4.20 3.79 Office Maintenance 16.50 12.33 Electricity Charges 30.81 32.94 Insurance 10.25 2.44 Vehicle Maintenance Expenses 11.61 8.25 Books & Periodicals 0.12 0.14

Statutory Fees 10.06 0.42 License Renewal Fees - 0.31

Fuel Charges 3.63 3.78 Provision for Impairment of Assets - 6.10

Provision for diminuation in Value of Assets - 99.85 Membership & Subscription 5.35 3.57

Office Expenses 45.24 36.55 Packing Expenses 0.83 0.05 Recruitment Expenses 16.30 12.99 Registration Expenses 0.16 0.46 Claim against performance guarantee - 10.22 Stock Exchange Expenses 0.79 0.75 Donation 23.07 -Sale Tax Paid (Assessment Dues) 27.62 -Service Tax Expenses 1.07 -Miscellaneous Expenses 9.35 9.18

838.04 946.86

Omnitech InfoSolutions Limited

Annual Report 2009-10 63

stSchedules forming part of Profit & Loss Account for the year ended 31 March 2010 (Contd.)

Schedules to the Profit & Loss Account & Balance Sheet

19. SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS

A. SIGNIFICANT ACCOUNTING POLICIES

1. Basis of preparation of Financial Statements :

i. The financial statements have been prepared under historical cost convention on the accrual basis of accounting in accordance with the accounting principles generally accepted in India (GAAP) and in compliance with the Accounting Standards issued by The Institute of Chartered Accountants of India and the provisions of the Companies act, 1956 as adopted consistently by the company.

ii. Accounting policies not specifically referred to otherwise are consistent with the generally accepted accounting principles followed by the Company.

iii. The preparation of financial statements in conformity with the generally accepted accounting principles requires estimates and assumptions to be made, that affect the reported amounts of assets and liabilities on the date of financial statements and the reported amounts of revenues and expenses during the reported year. Differences between the actual results and estimates are recognized in the year in which the results are known / materialized.

2. Revenue Recognition :i. Revenue from sales in respect of hardware is recognized when they are completed with passing of the title and are exclusive of

sales tax, octroi and other incidental expenses.

ii. Revenue from software development is recognized in accordance with the percentage of completion method and revenue from sale of licenses of software products and other products is recognized on delivery / installation, as the case may be.

iii. Revenue from IT infrastructure networking, annual service contracts and facilities management services is deferred and recognized ratably over the period of the underlying maintenance agreement.

iv. Interest Income is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable.

v. Dividend Income is recognized when the shareholders’ right to receive payment is established by the Balance Sheet Date.

3. Expenditure :Expenses are accounted on accrual basis and the provisions are made for all known losses and liabilities. No provisions are made towards likely expenses on providing post-sales client support for fixed priced contracts as well as in respect of annual technical service contracts in so far as it pertains to the period beyond the current accounting year.

4. Fixed Assets and Depreciation :i. Fixed Assets

a) Fixed assets are stated at their original cost of acquisition including incidental expenses related to acquisition & installation of the concerned assets less accumulated depreciation and impairment losses, if any,.

b) Costs that are directly associated with identifiable and unique software products controlled by the Company, whether developed in-house or acquired, and have probable economic benefits exceeding the cost are recognized asproduct development.

c) Assets acquired under lease are at cost of acquisition including incidental expenses related to acquisition & installation ofsuch assets.

d) Advances paid towards acquisition of fixed assets and the cost of assets not ready for use as at the Balance Sheet date are disclosed under capital work-in-progress.

ii. Depreciation /Amortization.a) Depreciation on Software and Computer Systems is provided based on Management’s estimate of useful life of

Software/System however subject to maximum period of 6 years. Depreciation on Fixed Assets other than Land and those mentioned above has been provided on Straight Line Method at the following rates:

Furniture & Fixtures 6.33%

Vehicles 9.50%

Office Equipments 4.75%

Office Premises 1.63%

b) Product Development Expenses capitalized are amortized over its useful life for a period not exceedingten years

c) Leasehold assets are amortized over the period of lease.

d) Miscellaneous expenditure is amortized over a period of 5 years from the year in which it has been incurred.

5. Impairment of Assets:

Fixed assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Whenever the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recognized in the income statement for items of fixed assets carried at cost. The recoverable amount is higher of an assets net selling price and value in use. The net selling price is the amount obtained from the sale of an asset in an arm’s length transaction while value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset, from its disposal at the end ofits useful life.

6. Inventories:

Inventories have been valued on the following basis:

i). Raw Materials, packing material, stores and spares - At cost.

ii). Work-in-progress - At cost plus appropriate allocation of overheads.

iii). Finished Goods - At cost plus appropriate allocation of overheadsor net realizable value, whichever is lower

7. Investments :

Investments are classified into current investment and long term investments. Current investments are stated at lower of cost or fair market value. Long Term Investments are stated at cost less provision for permanent diminution in value if any, of investments.

8. Foreign Exchange Transactions :

Transactions denominated in foreign currencies are normally recorded at the exchange rate prevailing at the time of the transaction. Realized gains and losses on settlement of foreign currency transactions are recognized in the Profit and Loss account. Foreign currency assets and liabilities at the year end are translated at the year end exchange rates and the resultant exchange difference is recognized in the Profit and Loss Account. Exchange differences relating to fixed assets are adjusted in the cost of the respective assets.

Asset Group Rates (SLM)

(Rs. in Lakhs)Year Ended Year Ended

st st31 March 2010 31 March 2009

17. SELLING AND DISTRIBUTION EXPENSES

Transportation Outward 37.40 20.84

Travelling Expenses 88.14 67.57

Advertisement Expenses 12.56 6.51

Acquisition Expenses - 39.54

Bad Debts 59.53 75.71

Discount 5.64 35.23

Business Promotion Expenses 39.18 24.59

Commission on Sales 4.00 3.06

Rentals Computers 53.77 10.00

Tender Expenses - 0.08

Value Added Tax Paid / Sales Tax 0.01 17.43

Exhibition & Conference Expenses 0.19 6.61

300.40 307.17

18. FINANCIAL EXPENSES

Interest Paid 385.72 274.90

Processing Charges & Other Finance Cost 23.19 36.30

Bank Charges 29.03 35.19

L C Charges 24.51 32.65

462.45 379.04

Omnitech InfoSolutions Limited

Annual Report 2009-10 63

stSchedules forming part of Profit & Loss Account for the year ended 31 March 2010 (Contd.)

Schedules to the Profit & Loss Account & Balance Sheet

19. SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS

A. SIGNIFICANT ACCOUNTING POLICIES

1. Basis of preparation of Financial Statements :

i. The financial statements have been prepared under historical cost convention on the accrual basis of accounting in accordance with the accounting principles generally accepted in India (GAAP) and in compliance with the Accounting Standards issued by The Institute of Chartered Accountants of India and the provisions of the Companies act, 1956 as adopted consistently by the company.

ii. Accounting policies not specifically referred to otherwise are consistent with the generally accepted accounting principles followed by the Company.

iii. The preparation of financial statements in conformity with the generally accepted accounting principles requires estimates and assumptions to be made, that affect the reported amounts of assets and liabilities on the date of financial statements and the reported amounts of revenues and expenses during the reported year. Differences between the actual results and estimates are recognized in the year in which the results are known / materialized.

2. Revenue Recognition :i. Revenue from sales in respect of hardware is recognized when they are completed with passing of the title and are exclusive of

sales tax, octroi and other incidental expenses.

ii. Revenue from software development is recognized in accordance with the percentage of completion method and revenue from sale of licenses of software products and other products is recognized on delivery / installation, as the case may be.

iii. Revenue from IT infrastructure networking, annual service contracts and facilities management services is deferred and recognized ratably over the period of the underlying maintenance agreement.

iv. Interest Income is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable.

v. Dividend Income is recognized when the shareholders’ right to receive payment is established by the Balance Sheet Date.

3. Expenditure :Expenses are accounted on accrual basis and the provisions are made for all known losses and liabilities. No provisions are made towards likely expenses on providing post-sales client support for fixed priced contracts as well as in respect of annual technical service contracts in so far as it pertains to the period beyond the current accounting year.

4. Fixed Assets and Depreciation :i. Fixed Assets

a) Fixed assets are stated at their original cost of acquisition including incidental expenses related to acquisition & installation of the concerned assets less accumulated depreciation and impairment losses, if any,.

b) Costs that are directly associated with identifiable and unique software products controlled by the Company, whether developed in-house or acquired, and have probable economic benefits exceeding the cost are recognized asproduct development.

c) Assets acquired under lease are at cost of acquisition including incidental expenses related to acquisition & installation ofsuch assets.

d) Advances paid towards acquisition of fixed assets and the cost of assets not ready for use as at the Balance Sheet date are disclosed under capital work-in-progress.

ii. Depreciation /Amortization.a) Depreciation on Software and Computer Systems is provided based on Management’s estimate of useful life of

Software/System however subject to maximum period of 6 years. Depreciation on Fixed Assets other than Land and those mentioned above has been provided on Straight Line Method at the following rates:

Furniture & Fixtures 6.33%

Vehicles 9.50%

Office Equipments 4.75%

Office Premises 1.63%

b) Product Development Expenses capitalized are amortized over its useful life for a period not exceedingten years

c) Leasehold assets are amortized over the period of lease.

d) Miscellaneous expenditure is amortized over a period of 5 years from the year in which it has been incurred.

5. Impairment of Assets:

Fixed assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Whenever the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recognized in the income statement for items of fixed assets carried at cost. The recoverable amount is higher of an assets net selling price and value in use. The net selling price is the amount obtained from the sale of an asset in an arm’s length transaction while value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset, from its disposal at the end ofits useful life.

6. Inventories:

Inventories have been valued on the following basis:

i). Raw Materials, packing material, stores and spares - At cost.

ii). Work-in-progress - At cost plus appropriate allocation of overheads.

iii). Finished Goods - At cost plus appropriate allocation of overheadsor net realizable value, whichever is lower

7. Investments :

Investments are classified into current investment and long term investments. Current investments are stated at lower of cost or fair market value. Long Term Investments are stated at cost less provision for permanent diminution in value if any, of investments.

8. Foreign Exchange Transactions :

Transactions denominated in foreign currencies are normally recorded at the exchange rate prevailing at the time of the transaction. Realized gains and losses on settlement of foreign currency transactions are recognized in the Profit and Loss account. Foreign currency assets and liabilities at the year end are translated at the year end exchange rates and the resultant exchange difference is recognized in the Profit and Loss Account. Exchange differences relating to fixed assets are adjusted in the cost of the respective assets.

Asset Group Rates (SLM)

(Rs. in Lakhs)Year Ended Year Ended

st st31 March 2010 31 March 2009

17. SELLING AND DISTRIBUTION EXPENSES

Transportation Outward 37.40 20.84

Travelling Expenses 88.14 67.57

Advertisement Expenses 12.56 6.51

Acquisition Expenses - 39.54

Bad Debts 59.53 75.71

Discount 5.64 35.23

Business Promotion Expenses 39.18 24.59

Commission on Sales 4.00 3.06

Rentals Computers 53.77 10.00

Tender Expenses - 0.08

Value Added Tax Paid / Sales Tax 0.01 17.43

Exhibition & Conference Expenses 0.19 6.61

300.40 307.17

18. FINANCIAL EXPENSES

Interest Paid 385.72 274.90

Processing Charges & Other Finance Cost 23.19 36.30

Bank Charges 29.03 35.19

L C Charges 24.51 32.65

462.45 379.04

Omnitech InfoSolutions Limited

Annual Report 2009-10 65

9. Research & Development :i. Revenue expenditure on R&D is charged to profit & loss account in the year in which it is incurred where the Company is not

certain of realizing future economic benefits from such activities.

ii. Capital expenditure on R&D is included under the relevant fixed assets.

10. Employee Benefits:

i. Short Term Employee Benefits

All short term employee benefits such as salaries, wages, bonus, medical benefits which fall due within 12 months of the period in which the employee renders the related services are charged to the profit and loss account.

ii. Long Term & Post- Employment Benefits

(a) Defined Contribution PlanCompany’s contribution paid/payable during the year towards Provident Fund Scheme, ESIC is recognized in the Profit & Loss Account.

(b) Defined Benefit PlanThe Company’s Gratuity Benefit Scheme is a defined benefit plan. The Company’s liability for gratuity is determined by actuarial valuation made at the end of each financial year using the projected unit credit method. Actuarial gains and Losses are immediately recognized in Profit & Loss Account as income and expense.

11. Borrowing Costs :Borrowing costs directly attributable to acquisition, construction and production of qualifying assets are capitalizedas a part of the cost of such asset up to the date of completion. Other borrowing costs are charged to the Profit & Loss Account.

12. Deferred tax :Deferred Income taxes reflects the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years. The differences that result between the profit considered for income taxes and the profit as per the financial statements are identified, and thereafter a deferred tax asset or deferred tax liability is recorded for timing differences, namely the differences that originate in one accounting period and reverse in another, based on the tax effect of the aggregate amount being considered. The tax effect is calculated on the accumulated timing differences at the end of an accounting period based on prevailing enacted or substantially enacted regulations. Deferred tax assets are recognized only if there is reasonable certainty of their realization and are reviewed for the appropriateness of their respective carrying values at each balance sheet date.

13. Provision for Tax:Provision for current tax is determined on the basis of estimated taxable income for the period as per the provisions of Section 115JB Income Tax Act, 1961.

14. Earnings per Share (EPS) :The earnings considered in ascertaining the Company’s EPS are computed as per Accounting Standard 20 on “Earning per Share”, issued by the Institute of Chartered Accountants of India. The number of shares used in computing basic EPS is the weighted average number of shares outstanding during the period. The diluted EPS is calculated on the same basis as basic EPS, after adjusting for the effects of potential dilutive equity shares unless the effect of the potential dilutive equity shares is anti-dilutive.

15. Provision and Contingent LiabilitiesProvisions are recognized and computed in accordance with Accounting Standard 29 on “Provisions, Contingent Liabilities and Contingent Assets” issued by the Institute of Chartered Accountants of India i.e. they are recognized if the following conditionsare satisfied:

i. The Company has a present obligation as a result of past event;

ii. It is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and

iii. A reliable estimate can be made of the amount of the obligation.

Similarly, the Contingent liabilities are disclosed in Accordance with the Accounting Standard 29 i.e. they are disclosed when the Company has a possible obligation or a present obligation and it is probable that a Cash Outflow will not be required to settlethe obligation

16. LeasesLease arrangements where the risks and rewards incident to ownership of an asset substantially vest with the lessor, are recognised as operating leases. Lease rentals under operating leases are recognised in the profit and loss account on a straight-line basis over the period of lease.

B. NOTES TO THE ACCOUNTS:

1. The previous year’s figures have been recast/restated, wherever necessary, to confirm to current year’s classification.

2. Contingent Liabilities(Rs. in Lakhs)

Contingent Liability (Outstanding guarantees given by 61.69 34.24 banks in favor of various government authorities and others)

3. Managerial Remuneration(Rs. in Lakhs)

(i) To Executive Directors:

Basic Salary 37.68 47.77

Contribution to PF 1.60 2.01

Other Perquisites & Allowances 49.81 33.00

TOTAL 89.09 82.78

(ii) To Non-Executive Directors:

Directors’ sitting fees 2.30 1.35

Computation of Net profit in accordance with the Section 349 of the Companies Act, 1956 for Calculation of Remuneration Payable to Directors

(Rs. in Lakhs)

Profit before Depreciation as per Profit & loss Account 6594.68 4972.90

Add:

1. Directors' Remuneration 89.09 82.78

2. Loss on Sale of Assets - -

7043.77 5055.68

Less:

1. Profit on sale of Assets 20.49 -

2. Depreciation under Section 350 1565.87 795.01

Net Profit computed under Section 349 5457.41 4260.67

Maximum Permissible Remuneration payable to Managing Director and Whole Time Directors under Section 309 (3) 10% 10%

Maximum Permissible Managerial Remuneration 545.74 426.06

4. Foreign exchange Income & Expenditure(Rs. in Lakhs)

Foreign Exchange Earnings:

Export Sales (F.O.B Basis) 4671.05 5212.95

Commission Received 6.87 -

Foreign Exchange Expenditure:

Import of Software (C.I.F Basis) 1471.73 2669.09

Import of Capital Goods (C.I.F Basis) 5466.71 -

Expenditure on Foreign Travel 52.38 38.63

Other Expenditure 18.11 7.35

st st31 March 2010 31 March 2009

Year Ended Year Endedst st31 March 2010 31 March 2009

Year Ended Year Endedst st31 March 2010 31 March 2009

Year Ended Year Endedst st31 March 2010 31 March 2009

Omnitech InfoSolutions Limited

Annual Report 2009-10 65

9. Research & Development :i. Revenue expenditure on R&D is charged to profit & loss account in the year in which it is incurred where the Company is not

certain of realizing future economic benefits from such activities.

ii. Capital expenditure on R&D is included under the relevant fixed assets.

10. Employee Benefits:

i. Short Term Employee Benefits

All short term employee benefits such as salaries, wages, bonus, medical benefits which fall due within 12 months of the period in which the employee renders the related services are charged to the profit and loss account.

ii. Long Term & Post- Employment Benefits

(a) Defined Contribution PlanCompany’s contribution paid/payable during the year towards Provident Fund Scheme, ESIC is recognized in the Profit & Loss Account.

(b) Defined Benefit PlanThe Company’s Gratuity Benefit Scheme is a defined benefit plan. The Company’s liability for gratuity is determined by actuarial valuation made at the end of each financial year using the projected unit credit method. Actuarial gains and Losses are immediately recognized in Profit & Loss Account as income and expense.

11. Borrowing Costs :Borrowing costs directly attributable to acquisition, construction and production of qualifying assets are capitalizedas a part of the cost of such asset up to the date of completion. Other borrowing costs are charged to the Profit & Loss Account.

12. Deferred tax :Deferred Income taxes reflects the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years. The differences that result between the profit considered for income taxes and the profit as per the financial statements are identified, and thereafter a deferred tax asset or deferred tax liability is recorded for timing differences, namely the differences that originate in one accounting period and reverse in another, based on the tax effect of the aggregate amount being considered. The tax effect is calculated on the accumulated timing differences at the end of an accounting period based on prevailing enacted or substantially enacted regulations. Deferred tax assets are recognized only if there is reasonable certainty of their realization and are reviewed for the appropriateness of their respective carrying values at each balance sheet date.

13. Provision for Tax:Provision for current tax is determined on the basis of estimated taxable income for the period as per the provisions of Section 115JB Income Tax Act, 1961.

14. Earnings per Share (EPS) :The earnings considered in ascertaining the Company’s EPS are computed as per Accounting Standard 20 on “Earning per Share”, issued by the Institute of Chartered Accountants of India. The number of shares used in computing basic EPS is the weighted average number of shares outstanding during the period. The diluted EPS is calculated on the same basis as basic EPS, after adjusting for the effects of potential dilutive equity shares unless the effect of the potential dilutive equity shares is anti-dilutive.

15. Provision and Contingent LiabilitiesProvisions are recognized and computed in accordance with Accounting Standard 29 on “Provisions, Contingent Liabilities and Contingent Assets” issued by the Institute of Chartered Accountants of India i.e. they are recognized if the following conditionsare satisfied:

i. The Company has a present obligation as a result of past event;

ii. It is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and

iii. A reliable estimate can be made of the amount of the obligation.

Similarly, the Contingent liabilities are disclosed in Accordance with the Accounting Standard 29 i.e. they are disclosed when the Company has a possible obligation or a present obligation and it is probable that a Cash Outflow will not be required to settlethe obligation

16. LeasesLease arrangements where the risks and rewards incident to ownership of an asset substantially vest with the lessor, are recognised as operating leases. Lease rentals under operating leases are recognised in the profit and loss account on a straight-line basis over the period of lease.

B. NOTES TO THE ACCOUNTS:

1. The previous year’s figures have been recast/restated, wherever necessary, to confirm to current year’s classification.

2. Contingent Liabilities(Rs. in Lakhs)

Contingent Liability (Outstanding guarantees given by 61.69 34.24 banks in favor of various government authorities and others)

3. Managerial Remuneration(Rs. in Lakhs)

(i) To Executive Directors:

Basic Salary 37.68 47.77

Contribution to PF 1.60 2.01

Other Perquisites & Allowances 49.81 33.00

TOTAL 89.09 82.78

(ii) To Non-Executive Directors:

Directors’ sitting fees 2.30 1.35

Computation of Net profit in accordance with the Section 349 of the Companies Act, 1956 for Calculation of Remuneration Payable to Directors

(Rs. in Lakhs)

Profit before Depreciation as per Profit & loss Account 6594.68 4972.90

Add:

1. Directors' Remuneration 89.09 82.78

2. Loss on Sale of Assets - -

7043.77 5055.68

Less:

1. Profit on sale of Assets 20.49 -

2. Depreciation under Section 350 1565.87 795.01

Net Profit computed under Section 349 5457.41 4260.67

Maximum Permissible Remuneration payable to Managing Director and Whole Time Directors under Section 309 (3) 10% 10%

Maximum Permissible Managerial Remuneration 545.74 426.06

4. Foreign exchange Income & Expenditure(Rs. in Lakhs)

Foreign Exchange Earnings:

Export Sales (F.O.B Basis) 4671.05 5212.95

Commission Received 6.87 -

Foreign Exchange Expenditure:

Import of Software (C.I.F Basis) 1471.73 2669.09

Import of Capital Goods (C.I.F Basis) 5466.71 -

Expenditure on Foreign Travel 52.38 38.63

Other Expenditure 18.11 7.35

st st31 March 2010 31 March 2009

Year Ended Year Endedst st31 March 2010 31 March 2009

Year Ended Year Endedst st31 March 2010 31 March 2009

Year Ended Year Endedst st31 March 2010 31 March 2009

Omnitech InfoSolutions Limited

Annual Report 2009-10 67

(Rs.

in L

akhs

)5. Major components of deferred tax assets and deferred tax liabilities (Rs. in Lakhs)

Due to difference between book depreciation andtax depreciation 259.13 284.56

Expenses allowable on payments and others (15.64) (7.14)

6. Payment to Auditors (Rs. in Lakhs)

Audit fees 5.75 3.75

Taxation Matters 0.30 3.07

Certification & Other Matters 1.92 5.50

For Service Tax 0.82 1.52

7. Dues to Micro, Small and Medium Enterprises

The Company has not received any memorandum (as required to be filed by the Suppliers with the notified authorities under the Micro, Small and Medium Enterprises Development Act, 2006) claiming their status as on 31st March, 2010 as micro, small or medium Enterprises. Consequently the amount paid/payable to these parties during the year is unascertainable.

8. Balances standing to the account of the debtors, creditors, advances, receivables and deposits are subject to confirmations.

9. Earnings Per Share

Face Value Per Share (Rs.) 10 10

i. Weighted average number of Equity shares

(a) Number of Equity Shares at the Beginning of the year 1,31,39283 1,31,39283

(b) Number of Equity Shares at the End of the year 1,38,58493 1,31,39283

(c) Weighted average number of Equity Shares OutstandingDuring the year (On annualized basis) 1,41,21357 1,31,39283

ii. Net Profit after tax available for Equity Shareholders (Rs. In Lakhs) 3938.95 3309.88

iii. Basic earnings per share (In Rs) (annualized) 29.57 25.19

iv. Diluted earnings per share (In Rs) (annulized) 27.89 25.19

10. Related Party Disclosures

1 List of Parties where control exists, irrespective of transactions

Subsidiary Companies

i Omnitech Technologies Inc., USA iii Europe Omnitech Technologies Services B.V., Netherlands

ii Omnitech Services Pte. Ltd., Singapore

Key Management Personnel

i Mr. Atul Hemani – Managing Director iii Mr. Devarshi Buch – Executive Director

ii Mr. Avinash Pitale – Executive Director

Relatives of Key Management Personnel

i Mrs. Amisha A. Hemani vi Mr. Chandrakant Pitale xi Mr. Nitish Pitale

ii Mrs. Vanita Hemani vii Mr. Amit Buch xii Mrs. Shubhangi Pitale

iii Mr. Nirav Hemani viii Ms. Juhi Buch xiii Mrs. Beejal D. Buch

iv Ms. Vidhi Hemani ix Mr. Maganlal Hemani xiv Mr. Dushyant Buch

v Mr. Bharat Hemani x Ms. Sheetal Pitale xv Mrs. Jayshree Buch

Enterprises owned or significantly influenced by Key Management Personnel or their relatives

i Omnitech Technologies Limited, India iii Atul Hemani HUF v Omnitech Employees’

ii Wintel Computers Private Limited iv Avinash Pitale HUF Welfare Trust

Deferred Tax Liabilities Year Ended Year Endedst st31 March 2010 31 March 2009

Year Ended Year Endedst st31 March 2010 31 March 2009

Particulars Financial Year Financial Yearst st31 March 2010 31 March 2009

(b)

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Omnitech InfoSolutions Limited

Annual Report 2009-10 67

(Rs.

in L

akhs

)5. Major components of deferred tax assets and deferred tax liabilities (Rs. in Lakhs)

Due to difference between book depreciation andtax depreciation 259.13 284.56

Expenses allowable on payments and others (15.64) (7.14)

6. Payment to Auditors (Rs. in Lakhs)

Audit fees 5.75 3.75

Taxation Matters 0.30 3.07

Certification & Other Matters 1.92 5.50

For Service Tax 0.82 1.52

7. Dues to Micro, Small and Medium Enterprises

The Company has not received any memorandum (as required to be filed by the Suppliers with the notified authorities under the Micro, Small and Medium Enterprises Development Act, 2006) claiming their status as on 31st March, 2010 as micro, small or medium Enterprises. Consequently the amount paid/payable to these parties during the year is unascertainable.

8. Balances standing to the account of the debtors, creditors, advances, receivables and deposits are subject to confirmations.

9. Earnings Per Share

Face Value Per Share (Rs.) 10 10

i. Weighted average number of Equity shares

(a) Number of Equity Shares at the Beginning of the year 1,31,39283 1,31,39283

(b) Number of Equity Shares at the End of the year 1,38,58493 1,31,39283

(c) Weighted average number of Equity Shares OutstandingDuring the year (On annualized basis) 1,41,21357 1,31,39283

ii. Net Profit after tax available for Equity Shareholders (Rs. In Lakhs) 3938.95 3309.88

iii. Basic earnings per share (In Rs) (annualized) 29.57 25.19

iv. Diluted earnings per share (In Rs) (annulized) 27.89 25.19

10. Related Party Disclosures

1 List of Parties where control exists, irrespective of transactions

Subsidiary Companies

i Omnitech Technologies Inc., USA iii Europe Omnitech Technologies Services B.V., Netherlands

ii Omnitech Services Pte. Ltd., Singapore

Key Management Personnel

i Mr. Atul Hemani – Managing Director iii Mr. Devarshi Buch – Executive Director

ii Mr. Avinash Pitale – Executive Director

Relatives of Key Management Personnel

i Mrs. Amisha A. Hemani vi Mr. Chandrakant Pitale xi Mr. Nitish Pitale

ii Mrs. Vanita Hemani vii Mr. Amit Buch xii Mrs. Shubhangi Pitale

iii Mr. Nirav Hemani viii Ms. Juhi Buch xiii Mrs. Beejal D. Buch

iv Ms. Vidhi Hemani ix Mr. Maganlal Hemani xiv Mr. Dushyant Buch

v Mr. Bharat Hemani x Ms. Sheetal Pitale xv Mrs. Jayshree Buch

Enterprises owned or significantly influenced by Key Management Personnel or their relatives

i Omnitech Technologies Limited, India iii Atul Hemani HUF v Omnitech Employees’

ii Wintel Computers Private Limited iv Avinash Pitale HUF Welfare Trust

Deferred Tax Liabilities Year Ended Year Endedst st31 March 2010 31 March 2009

Year Ended Year Endedst st31 March 2010 31 March 2009

Particulars Financial Year Financial Yearst st31 March 2010 31 March 2009

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Omnitech InfoSolutions Limited

Annual Report 2009-10 69

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9 11. Disclosure of loans /advances and investments in its own shares in terms of Clause 32 of Listing Agreement with Stock Exchanges(Rs. in Lakhs)

1 Loan and Advances in the nature of loans to Subsidiaries - Nil Nil

2 Loan and Advances in the nature of loans to Associates - Nil Nil

3 Loans and advances in the nature of loans wherethere is no repayment schedule or repaymentbeyond seven years - Nil Nil

4 Loans and advances in the nature of loans wherethere is no interest or interest belowsection 372A of Companies Act, 1956 - Nil Nil

5 loans and advances in the nature of loans to firms/companies in which directors are interested - Nil Nil

Note: Investments by the loanee in the shares of parent company and subsidiary company, when the company has made a loan or advance in the nature of loan - N.A

12. Status of Deployment of Funds raised in IPOstThe status of deployment of funds raised by the Company in IPO as on 31 March, 2010 is as under:

A Fund Received 3500.00

B Utilization of Fund

(i) Issue related expenses 405.60

(ii) Strategic Investments 959.88

(iii) Enhancement of Existing Facilities and setting up new centers / offices 2134.52

Total Utilization 3500.00

Balance of unutilized funds out of IPO lying in liquid funds / escrow a/c Nil

13. Remittance of Dividend in Foreign Currency

During the year, the Company has not remitted any amount in foreign currencies on account of dividends and does not have information as to the extent to which remittances, if any, in foreign currencies on account of dividends have been made by/on behalf of non-resident shareholders. The particulars of dividends payable to non-resident shareholders which were declared during the year are as under:

1 Number of non-resident Shareholders 118 112

2 Number of Equity Shares held by them 71663 52890

3 Gross amount of dividends (Rs. In lacs) 0.86 0.63

4 Year to which the Dividend relates 2008-09 2007-08

Sr. Particulars Name of the Amount Maximum amount No. Parent/Associate Outstanding due at any one time

/Subsidiary Company as on 31.03.2010 during the year

Sr. No. Particulars (Rs. in Lacs)

Sr. Particulars Year Ended Year Endedst stNo. 31 March 2010 31 March 2009

14. Retirement BenefitsThe employee’s gratuity fund scheme is managed by Life Insurance Corporation of India. The said scheme is a defined benefit scheme. The present obligation is based upon actuarial valuation using the projected unit credit method. The summary of computation of present obligation, actuarial gain/loss etc. is as under: (Rs. in Lakhs)

1 Reconciliation of Opening and Closing Balances ofDefined Benefit Obligation

Present value of obligations as at beginning of year 27.46 21.03

Interest cost 2.20 1.68

Current Service Cost 8.36 8.36

Benefits Paid (0.47) 0

Actuarial (gain)/Loss on obligations 19.02 (3.62)

Present value of obligations as at end of year 56.57 27.46

Year Ended Year Endedst st31 March 2010 31 March 2009

Omnitech InfoSolutions Limited

Annual Report 2009-10 69

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9 11. Disclosure of loans /advances and investments in its own shares in terms of Clause 32 of Listing Agreement with Stock Exchanges(Rs. in Lakhs)

1 Loan and Advances in the nature of loans to Subsidiaries - Nil Nil

2 Loan and Advances in the nature of loans to Associates - Nil Nil

3 Loans and advances in the nature of loans wherethere is no repayment schedule or repaymentbeyond seven years - Nil Nil

4 Loans and advances in the nature of loans wherethere is no interest or interest belowsection 372A of Companies Act, 1956 - Nil Nil

5 loans and advances in the nature of loans to firms/companies in which directors are interested - Nil Nil

Note: Investments by the loanee in the shares of parent company and subsidiary company, when the company has made a loan or advance in the nature of loan - N.A

12. Status of Deployment of Funds raised in IPOstThe status of deployment of funds raised by the Company in IPO as on 31 March, 2010 is as under:

A Fund Received 3500.00

B Utilization of Fund

(i) Issue related expenses 405.60

(ii) Strategic Investments 959.88

(iii) Enhancement of Existing Facilities and setting up new centers / offices 2134.52

Total Utilization 3500.00

Balance of unutilized funds out of IPO lying in liquid funds / escrow a/c Nil

13. Remittance of Dividend in Foreign Currency

During the year, the Company has not remitted any amount in foreign currencies on account of dividends and does not have information as to the extent to which remittances, if any, in foreign currencies on account of dividends have been made by/on behalf of non-resident shareholders. The particulars of dividends payable to non-resident shareholders which were declared during the year are as under:

1 Number of non-resident Shareholders 118 112

2 Number of Equity Shares held by them 71663 52890

3 Gross amount of dividends (Rs. In lacs) 0.86 0.63

4 Year to which the Dividend relates 2008-09 2007-08

Sr. Particulars Name of the Amount Maximum amount No. Parent/Associate Outstanding due at any one time

/Subsidiary Company as on 31.03.2010 during the year

Sr. No. Particulars (Rs. in Lacs)

Sr. Particulars Year Ended Year Endedst stNo. 31 March 2010 31 March 2009

14. Retirement BenefitsThe employee’s gratuity fund scheme is managed by Life Insurance Corporation of India. The said scheme is a defined benefit scheme. The present obligation is based upon actuarial valuation using the projected unit credit method. The summary of computation of present obligation, actuarial gain/loss etc. is as under:

(Rs. in Lakhs)

1 Reconciliation of Opening and Closing Balances ofDefined Benefit Obligation

Present value of obligations as at beginning of year 27.46 21.03

Interest cost 2.20 1.68

Current Service Cost 8.36 8.36

Benefits Paid (0.47) 0

Actuarial (gain)/Loss on obligations 19.02 (3.62)

Present value of obligations as at end of year 56.57 27.46

Year Ended Year Endedst st31 March 2010 31 March 2009

Omnitech InfoSolutions Limited

Annual Report 2009-10 71

st th(b) During the Financial Year ended on 31 March, 2010, out of 13,25,000 warrants allotted by the Company on 4 July, 2008, 7,19,210 warrants were converted into equity shares by the Company and consequentially 90% of the total price due on the conversion was duly paid to the Company by the warrant holders. Against the said conversion of warrants, 277794 equity shares and 441416 equity shares

nd th were allotted on 22 December, 2009 and 4 January, 2010 respectively. Listing application for 277794 and 441416 Equity shares is stpending with Stock Exchanges for approval as on 31 March, 2010.

Balance 605790 warrants were lapsed due to non-exercise of the options and 10% of exercise price paid on the same was forfeited bythe Company.

(c ) The money received on account of issue/conversion of warrants has been fully utilized by the Company towards expansion of technology stcentres as on 31 March, 2010.

16. Sale of Investment made in Omnitech TSB Co. Ltd.stDuring the Financial Year ended on 31 March, 2010, the Company sold its investment in Omnitech TSB Co. Ltd. This was due to lack of

required profitability in business in the region.

17. Derivative InstrumentsThe Company uses Forward Contracts to hedge against its Foreign Exchange Exposure. The Company does not enter into any derivative

stinstruments for Trading or Speculative purposes. As on 31 March, 2010, there are no outstanding Forward Contracts.

18. Segmental ReportingThe Company is mainly engaged in the business of Information Technology and Information Technology enabled services. Considering the nature of business and financial reporting of the Company, the Company has only one segment viz. Information Technology.

The Company operates in Local and Export geographically of which export sales have amounted to Rs. 4671.05 lacs. But due to nature of business, the assets/liabilities and expenses thereof cannot be bifurcated separately.

19. Investment in Mutual FundsDuring the year the Company invested the surplus funds for short periods in the following Liquid/Cash Mutual Fund Schemes:

15. Equity Share Warrantsst(a) During the Financial year ended on 31 March, 2010, the Company allotted 8,62,000 warrants convertible into one Equity Share for each

warrant to the following persons including some of the Promoters at a price of Rs. 122.59 each in accordance with the SEBI (ICDR) Regulations and other applicable laws and Special Resolution passed by Shareholders at their Extra-Ordinary General Meeting held on

nd2 November, 2009:

1 Omnitech Technologies Limited 500000

2 Atul Hemani 115000

3 Avinash Pitale 115000

4 Devarshi Buch 115000

5 Nikul Shah 15000

6 V. V. Kamath 2000

Total 8,62,000stTill 31 March, 2010, none of the warrant holders have exercised their right to convert the above mentioned warrants into Equity Shares.

Sr. No. Name of Allottee Nos of Warrants

20. During the year, the Company wrote back the investment made by it in FCDs issued by Lloyds Finance Ltd. The said investment was written off by the Company during the Financial Year 2008-09.

Particulars Balance as on Purchased/Reinvested Sold/redeemed Balance as onst st 1 April, 2009 during the year during the year 31 March, 2010

No. of Units No. of Units No. of Units No. of Units

Tarus Liquid Fund Growth Plan - 298192.10 298192.10 -

Tarus Ultra Short Term Bond Plan Growth Plan - 339620.44 339620.44 -

Fortis Overnight Institutional Growth Plan - 1018693.02 1018693.02 -

Birla Sunlife Income Plus Qtly Dividend 637187.96 - 637187.96 -

Birla Sunlife Dynamic Bond Fund - Retail - 501878.89 501878.89 -

Birla Sunlife Income Fund 54EA Dividend Payout - 343423.10 343423.10 -

Birla Sunlife Saving Fund – Retail - 125511.68 125511.68 -

Birla Sunlife Income Plus Growth Fund 51097.18 - 51097.18 -

UTI Bond Fund - Growth Plan- Regular 890561.66 - 890561.66 -

UTI Treasury Advantage Fund - Institutional Plan - 14841.77 14841.77 -

Principal - FRF SMP Reg Option (G) - 543896.04 543896.04 -

Principal - Ultra STF Ret (G) - 661154.27 661154.27- Reliance Liquid Fund - Treasury Plan- Institutional Plan - Growth Options - 1961313.15 1961313.15 -

Reliance Income Fund Retail Plan - Quarterly Dividend 2113583.73 - 2113583.73 -

Reliance Income Fund Retail Plan - Monthly Dividend Plan 1425497.41 - 1425497.41 -

LICMF Saving Plus Fund - 2296439.62 2296439.62 -

ICICI Prudential Income Short term plan - 538917.96 538917.96 -

ICICI Prudential Flexible Income Plan - 545493.43 545493.43 -

ICICI Prudential Institutional Income Plan 4064962.72 17897.56 4082860.27 -

Bharti AXA Treasury AdvantagePlan -Daily Dividend - 2500.00 2500.00 -

DSP Black Rock Bond Fund - Growth Fund 335739.47 - 335739.47 -

DSP Black Rock Floating Rate Fund 304431.25 712656.46 1017087.71 -

HDFC Cash Management Fund- Treasury Advantage Plan - Retail - 260904.50 260904.50 -

Total 9823061.37 10183334.01 20006395.38 -

(Rs. in Lakhs)

2 Reconciliation of Opening and Closing Balances ofFair Value of Plan Assets

Fair value of plan assets at beginning of year 0.56 0 Expected return on plan assets 0.43 0 Contributions 13.29 0.56 Benefits paid (0.47) 0 Actuarial Gain / (Loss) on Plan assets NIL NIL Fair value of plan assets at the end of year 13.82 0.56

3 Fair value of plan assets

Fair value of plan assets at beginning of year 0.56 0

Actual return on plan assets 0.43 0

Contributions 13.29 0.56

Benefits Paid (0.47) 0

Fair value of plan assets at the end of year 13.82 0.56

Funded status (42.75) (26.90)

Excess of Actual over estimated return on plan assets NIL NILst (Actual rate of return = Estimated rate of return as ARD falls on 31 March)

4 Actuarial Gain/Loss recognized Actuarial gain/(Loss) for the year –Obligation (19.02) 3.62 Actuarial (gain)/Loss for the year - plan assets NIL NIL Total (gain)/Loss for the year 19.02 (3.62) Actuarial (gain)/Loss recognized in the year 19.02 (3.62)

5 The amounts to be recognized in the Balance Sheet andStatement of Profit and Loss

Present value of obligations as at the end of year 56.57 27.46 Fair value of plan assets as at the end of the year 13.82 0.56 Funded status (42.75) (26.90) Amount recognized in balance sheet 42.75 26.90

6 Expenses Recognised in statement of Profit & Loss Current Service cost 8.36 8.36 Interest Cost 2.20 1.68 Expected return on plan assets (0.43) 0 Net Actuarial (gain)/Loss recognised in the year 19.02 (3.62) Expenses recognised in statement of Profit & Loss 29.14 6.43

7 Assumptions Discount Rate 8% 8% Salary Escalation 3% 3%

Year Ended Year Endedst st31 March 2010 31 March 2009

Omnitech InfoSolutions Limited

Annual Report 2009-10 71

st th(b) During the Financial Year ended on 31 March, 2010, out of 13,25,000 warrants allotted by the Company on 4 July, 2008, 7,19,210 warrants were converted into equity shares by the Company and consequentially 90% of the total price due on the conversion was duly paid to the Company by the warrant holders. Against the said conversion of warrants, 277794 equity shares and 441416 equity shares

nd th were allotted on 22 December, 2009 and 4 January, 2010 respectively. Listing application for 277794 and 441416 Equity shares is stpending with Stock Exchanges for approval as on 31 March, 2010.

Balance 605790 warrants were lapsed due to non-exercise of the options and 10% of exercise price paid on the same was forfeited bythe Company.

(c ) The money received on account of issue/conversion of warrants has been fully utilized by the Company towards expansion of technology stcentres as on 31 March, 2010.

16. Sale of Investment made in Omnitech TSB Co. Ltd.stDuring the Financial Year ended on 31 March, 2010, the Company sold its investment in Omnitech TSB Co. Ltd. This was due to lack of

required profitability in business in the region.

17. Derivative InstrumentsThe Company uses Forward Contracts to hedge against its Foreign Exchange Exposure. The Company does not enter into any derivative

stinstruments for Trading or Speculative purposes. As on 31 March, 2010, there are no outstanding Forward Contracts.

18. Segmental ReportingThe Company is mainly engaged in the business of Information Technology and Information Technology enabled services. Considering the nature of business and financial reporting of the Company, the Company has only one segment viz. Information Technology.

The Company operates in Local and Export geographically of which export sales have amounted to Rs. 4671.05 lacs. But due to nature of business, the assets/liabilities and expenses thereof cannot be bifurcated separately.

19. Investment in Mutual FundsDuring the year the Company invested the surplus funds for short periods in the following Liquid/Cash Mutual Fund Schemes:

15. Equity Share Warrantsst(a) During the Financial year ended on 31 March, 2010, the Company allotted 8,62,000 warrants convertible into one Equity Share for each

warrant to the following persons including some of the Promoters at a price of Rs. 122.59 each in accordance with the SEBI (ICDR) Regulations and other applicable laws and Special Resolution passed by Shareholders at their Extra-Ordinary General Meeting held on

nd2 November, 2009:

1 Omnitech Technologies Limited 500000

2 Atul Hemani 115000

3 Avinash Pitale 115000

4 Devarshi Buch 115000

5 Nikul Shah 15000

6 V. V. Kamath 2000

Total 8,62,000stTill 31 March, 2010, none of the warrant holders have exercised their right to convert the above mentioned warrants into Equity Shares.

Sr. No. Name of Allottee Nos of Warrants

20. During the year, the Company wrote back the investment made by it in FCDs issued by Lloyds Finance Ltd. The said investment was written off by the Company during the Financial Year 2008-09.

Particulars Balance as on Purchased/Reinvested Sold/redeemed Balance as onst st 1 April, 2009 during the year during the year 31 March, 2010

No. of Units No. of Units No. of Units No. of Units

Tarus Liquid Fund Growth Plan - 298192.10 298192.10 -

Tarus Ultra Short Term Bond Plan Growth Plan - 339620.44 339620.44 -

Fortis Overnight Institutional Growth Plan - 1018693.02 1018693.02 -

Birla Sunlife Income Plus Qtly Dividend 637187.96 - 637187.96 -

Birla Sunlife Dynamic Bond Fund - Retail - 501878.89 501878.89 -

Birla Sunlife Income Fund 54EA Dividend Payout - 343423.10 343423.10 -

Birla Sunlife Saving Fund – Retail - 125511.68 125511.68 -

Birla Sunlife Income Plus Growth Fund 51097.18 - 51097.18 -

UTI Bond Fund - Growth Plan- Regular 890561.66 - 890561.66 -

UTI Treasury Advantage Fund - Institutional Plan - 14841.77 14841.77 -

Principal - FRF SMP Reg Option (G) - 543896.04 543896.04 -

Principal - Ultra STF Ret (G) - 661154.27 661154.27- Reliance Liquid Fund - Treasury Plan- Institutional Plan - Growth Options - 1961313.15 1961313.15 -

Reliance Income Fund Retail Plan - Quarterly Dividend 2113583.73 - 2113583.73 -

Reliance Income Fund Retail Plan - Monthly Dividend Plan 1425497.41 - 1425497.41 -

LICMF Saving Plus Fund - 2296439.62 2296439.62 -

ICICI Prudential Income Short term plan - 538917.96 538917.96 -

ICICI Prudential Flexible Income Plan - 545493.43 545493.43 -

ICICI Prudential Institutional Income Plan 4064962.72 17897.56 4082860.27 -

Bharti AXA Treasury AdvantagePlan -Daily Dividend - 2500.00 2500.00 -

DSP Black Rock Bond Fund - Growth Fund 335739.47 - 335739.47 -

DSP Black Rock Floating Rate Fund 304431.25 712656.46 1017087.71 -

HDFC Cash Management Fund- Treasury Advantage Plan - Retail - 260904.50 260904.50 -

Total 9823061.37 10183334.01 20006395.38 -

(Rs. in Lakhs)

2 Reconciliation of Opening and Closing Balances ofFair Value of Plan Assets

Fair value of plan assets at beginning of year 0.56 0

Expected return on plan assets 0.43 0 Contributions 13.29 0.56

Benefits paid (0.47) 0 Actuarial Gain / (Loss) on Plan assets NIL NIL

Fair value of plan assets at the end of year 13.82 0.56

3 Fair value of plan assets

Fair value of plan assets at beginning of year 0.56 0

Actual return on plan assets 0.43 0

Contributions 13.29 0.56

Benefits Paid (0.47) 0

Fair value of plan assets at the end of year 13.82 0.56

Funded status (42.75) (26.90)

Excess of Actual over estimated return on plan assets NIL NILst (Actual rate of return = Estimated rate of return as ARD falls on 31 March)

4 Actuarial Gain/Loss recognized Actuarial gain/(Loss) for the year –Obligation (19.02) 3.62 Actuarial (gain)/Loss for the year - plan assets NIL NIL Total (gain)/Loss for the year 19.02 (3.62) Actuarial (gain)/Loss recognized in the year 19.02 (3.62)

5 The amounts to be recognized in the Balance Sheet andStatement of Profit and Loss

Present value of obligations as at the end of year 56.57 27.46 Fair value of plan assets as at the end of the year 13.82 0.56 Funded status (42.75) (26.90) Amount recognized in balance sheet 42.75 26.90

6 Expenses Recognised in statement of Profit & Loss Current Service cost 8.36 8.36 Interest Cost 2.20 1.68 Expected return on plan assets (0.43) 0 Net Actuarial (gain)/Loss recognised in the year 19.02 (3.62) Expenses recognised in statement of Profit & Loss 29.14 6.43

7 Assumptions Discount Rate 8% 8% Salary Escalation 3% 3%

Year Ended Year Endedst st31 March 2010 31 March 2009

Omnitech InfoSolutions Limited

Annual Report 2009-10 73

21. Accounting for Employees Stock OptionstDuring the Financial Year ended on 31 March, 2010, the Compensation Committee granted 211857 stock options to the employees at market

value under Omnitech Stock Options Scheme, 2009. The Company has followed Intrinsic Value method for the purpose of accounting the Employees Compensation Cost. Since the Stock Options have been granted at market value, Employees Compensation Cost is nil. The other relevant details are as under:Summary :

ParticularsOptions granted during the year 211857Options lapsed during the year 1400Options granted net of options lapsed 210457Options outstanding at the end of the year 210457Net profits as reported after exceptional items 393895435Add: Employee stock compensation cost included in above based on intrinsic cost 0Less: Employee stock compensation cost based on Fair valuation of options 2361555Net profit adjusted 391533880Weighted average number of shares considered for basic earning per share 13321017Weighted average number of shares considered for diluted earnings per share 14121357Basic earnings per share as reported (Rupees) 29.57Diluted earnings per share as reported (Rupees) 27.89Basic earnings per share (adjusted for fair valuation of options) as reported (Rupees) 29.39Diluted earnings per share (adjusted for fair valuation of options) as reported (Rupees) 27.73

Calculation of EPS, diluted EPS and impact on EPS based on fair value methodthDate of Grant 6 October 2009

No of days in 2009-10 after grant 177Options granted 211857Options surrendered/lapsed 1400Net options granted 210457No of shares which may arise out of options 210457Weighted average no of such shares for 2009-10 102057Weighted Average 13321017Diluted no of shares for the year 2009-10 14121357PAT for the year 393895435EPS for the year 29.57Diluted EPS for the year 27.89Market price of share on date of grant 123.20Exercise price 123.20Intrinsic value of option 0.00Weighted average of fair value of option 81.02Excess of fair value over instrinsic value of option 81.02Impact on profit if fair option method is used instead of intrinsic value

No of net options 210457Excess value per option 81.02Aggregate of excess value 17051226Vesting period = 3 & half years = days 1278Excess value per date over vesting period 13342Excess value for the year 2009-10 2361555

EPS would have been lower in case of fair value method 0.18Weighted average EPS would have been lower in case of fair value method 0.17

For M/s. Shah Jadavji & Co. For and on Behalf of Board of DirectorsChartered Accountants

Sd/- Sd/- Sd/- Sd/-(Navin R. Gala) (Atul Hemani) (Avinash Pitale) (Gaurav Sharma)Partner Managing Director Executive Director Company Secretary &M. No. 40640 Chief OfficerFirm Reg. No. 109620W (Compliance & Legal)

Place : ThaneDate : 18.05.2010

1 Registration Details

Registration No. : L30007MH1990PLC055256 State : 11

Balance Sheet Date : 31-03-2010

2 Capital Raised During the Year (Rs.in Lacs)

Public Issue : NIL Right Issue : NIL

Bonus Issue : NIL Private Placement : NIL

3 Portion of Mobilisation & Deployment of Funds (Rs. in Lacs)

Total Liabilities: : 22665.82 Total Assets : 22665.82

Sources of Funds

Paid-up Capital : 1385.85 Reserves and Surplus : 15720.08

Secured Loan : 4391.52 Unsecured Loan : NIL

Equity Share Warrants : 266.02 Deferred Tax Liability : 902.35

Application of Funds

Net Fixed Assets : 12250.21 Investment : 258.53

Net Current Assets : 8771.11 Misc. Expenditure : NIL

Capital WIP : 1385.97 Accumulated Losses : NIL

4 Performance of Company (Rs. in Lacs)

Turnover/Income from Operations : 21649.66 Total Expenditure : 15180.77

Profit/(Loss) Before Tax : 5028.80 Profit/(Loss) After Tax : 3938.95

Earning Per Share (Basic) : 29.57 Dividend Rate : 15%

Earning Per Share (Diluted) : 27.89

5 Generic Names of Three Principal Products of Company (As per monetary terms)

Item Code No : N.A.

Product Description : N.A.

Balance Sheet Abstract and Company’s General Business Profile

For M/s. Shah Jadavji & Co. For and on Behalf of Board of DirectorsChartered Accountants

Sd/- Sd/- Sd/- Sd/-(Navin R. Gala) (Atul Hemani) (Avinash Pitale) (Gaurav Sharma)Partner Managing Director Executive Director Company Secretary &M. No. 40640 Chief OfficerFirm Reg. No. 109620W (Compliance & Legal)

Place : ThaneDate : 18.05.2010

Omnitech InfoSolutions Limited

Annual Report 2009-10 73

21. Accounting for Employees Stock OptionstDuring the Financial Year ended on 31 March, 2010, the Compensation Committee granted 211857 stock options to the employees at market

value under Omnitech Stock Options Scheme, 2009. The Company has followed Intrinsic Value method for the purpose of accounting the Employees Compensation Cost. Since the Stock Options have been granted at market value, Employees Compensation Cost is nil. The other relevant details are as under:Summary :

ParticularsOptions granted during the year 211857Options lapsed during the year 1400Options granted net of options lapsed 210457Options outstanding at the end of the year 210457Net profits as reported after exceptional items 393895435Add: Employee stock compensation cost included in above based on intrinsic cost 0Less: Employee stock compensation cost based on Fair valuation of options 2361555Net profit adjusted 391533880Weighted average number of shares considered for basic earning per share 13321017Weighted average number of shares considered for diluted earnings per share 14121357Basic earnings per share as reported (Rupees) 29.57Diluted earnings per share as reported (Rupees) 27.89Basic earnings per share (adjusted for fair valuation of options) as reported (Rupees) 29.39Diluted earnings per share (adjusted for fair valuation of options) as reported (Rupees) 27.73

Calculation of EPS, diluted EPS and impact on EPS based on fair value methodthDate of Grant 6 October 2009

No of days in 2009-10 after grant 177Options granted 211857Options surrendered/lapsed 1400Net options granted 210457No of shares which may arise out of options 210457Weighted average no of such shares for 2009-10 102057Weighted Average 13321017Diluted no of shares for the year 2009-10 14121357PAT for the year 393895435EPS for the year 29.57Diluted EPS for the year 27.89Market price of share on date of grant 123.20Exercise price 123.20Intrinsic value of option 0.00Weighted average of fair value of option 81.02Excess of fair value over instrinsic value of option 81.02Impact on profit if fair option method is used instead of intrinsic value

No of net options 210457Excess value per option 81.02Aggregate of excess value 17051226Vesting period = 3 & half years = days 1278Excess value per date over vesting period 13342Excess value for the year 2009-10 2361555

EPS would have been lower in case of fair value method 0.18Weighted average EPS would have been lower in case of fair value method 0.17

For M/s. Shah Jadavji & Co. For and on Behalf of Board of DirectorsChartered Accountants

Sd/- Sd/- Sd/- Sd/-(Navin R. Gala) (Atul Hemani) (Avinash Pitale) (Gaurav Sharma)Partner Managing Director Executive Director Company Secretary &M. No. 40640 Chief OfficerFirm Reg. No. 109620W (Compliance & Legal)

Place : ThaneDate : 18.05.2010

1 Registration Details

Registration No. : L30007MH1990PLC055256 State : 11

Balance Sheet Date : 31-03-2010

2 Capital Raised During the Year (Rs.in Lacs)

Public Issue : NIL Right Issue : NIL

Bonus Issue : NIL Private Placement : NIL

3 Portion of Mobilisation & Deployment of Funds (Rs. in Lacs)

Total Liabilities: : 22665.82 Total Assets : 22665.82

Sources of Funds

Paid-up Capital : 1385.85 Reserves and Surplus : 15720.08

Secured Loan : 4391.52 Unsecured Loan : NIL

Equity Share Warrants : 266.02 Deferred Tax Liability : 902.35

Application of Funds

Net Fixed Assets : 12250.21 Investment : 258.53

Net Current Assets : 8771.11 Misc. Expenditure : NIL

Capital WIP : 1385.97 Accumulated Losses : NIL

4 Performance of Company (Rs. in Lacs)

Turnover/Income from Operations : 21649.66 Total Expenditure : 15180.77

Profit/(Loss) Before Tax : 5028.80 Profit/(Loss) After Tax : 3938.95

Earning Per Share (Basic) : 29.57 Dividend Rate : 15%

Earning Per Share (Diluted) : 27.89

5 Generic Names of Three Principal Products of Company (As per monetary terms)

Item Code No : N.A.

Product Description : N.A.

Balance Sheet Abstract and Company’s General Business Profile

For M/s. Shah Jadavji & Co. For and on Behalf of Board of DirectorsChartered Accountants

Sd/- Sd/- Sd/- Sd/-(Navin R. Gala) (Atul Hemani) (Avinash Pitale) (Gaurav Sharma)Partner Managing Director Executive Director Company Secretary &M. No. 40640 Chief OfficerFirm Reg. No. 109620W (Compliance & Legal)

Place : ThaneDate : 18.05.2010

Omnitech InfoSolutions Limited

Annual Report 2009-10 75

To the Members of

OMNITECH INFOSOLUTIONS LIMITED

Omnitech House, A/13, Cross Road, No 5,

Kondivita Road, Marol, M.I.D.C., Andheri (East),

Mumbai – 400093

1 We have examined the attached Consolidated Balance Sheet of OMNITECH INFOSOLUTIONS LTD (the Company) and its subsidiaries stOmnitech Services PTE Ltd. (Joint Venture), Omnitech Technologies Inc, Europe Omnitech Technology Services B.V. as at 31 March, 2010,

and the Consolidated Profit & Loss Account and the Consolidated Cash Flow Statement for the year ended on that date annexed thereto.

2. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are prepared in all material respects, in accordance with the financial reporting framework generally accepted in India and are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statements. We believe that our audit provides a reasonable basis of our opinion.

3. We report that the Consolidated Financial Statements have been prepared by the Company in accordance with the requirements of Accounting Standard (AS) 21, Consolidated Financial Statements, issued by The Institute of Chartered Accountants of India and on the basis of separate Audited Financial statements of the Company and unaudited figures of its subsidiaries included in the Consolidated Financial Statements.

4. On the basis of information and explanation given to us, and on consideration of the separate audit reports on individual audited financial statements of the company and unaudited figures of its subsidiaries and Joint Venture in our opinion that the consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:

sta. In case of the Consolidated Balance Sheet, of the consolidated state of affairs of the Company and its subsidiaries as at 31 March 2010 ;

b. In case of the Consolidated Profit & Loss Account ,of the consolidated results of operations of the Company and its subsidiaries for the year ended on that date ; and

c. In case of Consolidated Cash Flow Statement, of the consolidated cash flows of the Company and its subsidiaries for the year ended onthat date.

For SHAH JADAVJI & CO. [Chartered Accountants]

Sd/-Navin R. Gala

PartnerPlace : Thane Membership No. 40640Date : 18.05.2010 Firm Reg. No. 109620W

Auditors’ Report

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Omnitech InfoSolutions Limited

Annual Report 2009-10 75

To the Members of

OMNITECH INFOSOLUTIONS LIMITED

Omnitech House, A/13, Cross Road, No 5,

Kondivita Road, Marol, M.I.D.C., Andheri (East),

Mumbai – 400093

1 We have examined the attached Consolidated Balance Sheet of OMNITECH INFOSOLUTIONS LTD (the Company) and its subsidiaries stOmnitech Services PTE Ltd. (Joint Venture), Omnitech Technologies Inc, Europe Omnitech Technology Services B.V. as at 31 March, 2010,

and the Consolidated Profit & Loss Account and the Consolidated Cash Flow Statement for the year ended on that date annexed thereto.

2. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are prepared in all material respects, in accordance with the financial reporting framework generally accepted in India and are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statements. We believe that our audit provides a reasonable basis of our opinion.

3. We report that the Consolidated Financial Statements have been prepared by the Company in accordance with the requirements of Accounting Standard (AS) 21, Consolidated Financial Statements, issued by The Institute of Chartered Accountants of India and on the basis of separate Audited Financial statements of the Company and unaudited figures of its subsidiaries included in the Consolidated Financial Statements.

4. On the basis of information and explanation given to us, and on consideration of the separate audit reports on individual audited financial statements of the company and unaudited figures of its subsidiaries and Joint Venture in our opinion that the consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:

sta. In case of the Consolidated Balance Sheet, of the consolidated state of affairs of the Company and its subsidiaries as at 31 March 2010 ;

b. In case of the Consolidated Profit & Loss Account ,of the consolidated results of operations of the Company and its subsidiaries for the year ended on that date ; and

c. In case of Consolidated Cash Flow Statement, of the consolidated cash flows of the Company and its subsidiaries for the year ended onthat date.

For SHAH JADAVJI & CO. [Chartered Accountants]

Sd/-Navin R. Gala

PartnerPlace : Thane Membership No. 40640Date : 18.05.2010 Firm Reg. No. 109620W

Auditors’ Report

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Omnitech InfoSolutions Limited

Annual Report 2009-10 77

stSubsidiaries' Balance Sheet as at 31 March 2010

Omnitech Omnitech Europe Omnitech Services PTE Ltd Technologies Inc Technology Services B.V.

SOURCES OF FUNDS

Shareholders Funds

Share Capital 209.80 16.20 10.90

Reserves & Surplus (97.92) (18.71) (24.84)

Foreign Currency translation reserve 1.75 1.12 3.98

LOAN FUNDS

Secured Funds - - -

Unsecured Funds - 1.36 -

Total 113.64 (0.04) (9.97)

APPLICATION OF FUNDS

Fixed Assets 1.12 - 0.95

Less : Depreciation 1.12 - -

Net Block - - 0.95

Less : Impairement of Assets - - -

- - 0.95

Capital Work in Progress - - -

Investments - - -

CURRENT ASSETS, LOANS AND ADVANCES

Receivables 150.60 - 6.36

Cash & Bank Balance 30.90 0.36 15.45

Inventories - - -

Loans & Advances 2.64 - -

Sub Total 184.13 0.36 21.81

CURRENT LIABILITIES & PROVISIONS

Current Liabilities 53.39 0.39 13.01

Provisions 17.11 - 19.71

Sub Total 70.49 0.39 32.73

Net Current Assets 113.64 (0.04) (10.92)

Total 113.64 (0.04) (9.97)

( Rs. in Lakhs) ( Rs. in Lakhs)

stSubsidiaries' Profit & Loss Account for the year ended 31 March 2010

Omnitech Omnitech Europe Omnitech Services PTE Ltd Technologies Inc Technology Services B.V.

INCOME

Income From Operations 203.79 - -

Other Income 0.24 0.00 0.01

Profit/ (Loss) on Sale of Fixed Asset 0.00 0.00 0.00

Total Income 204.03 0.00 0.01

EXPENDITURE

Materials Consumed & Other Direct Expenses 0.00 0.00 0.00

Staff Cost 246.21 0.00 55.30

Administrative & Other Expenses 51.94 0.64 19.65

Selling & Distribution Expenses 2.40 0.63 0.00

Financial Expenses 0.22 0.05 0.17

Miscellaneous Expenses Written Off 0.00 0.00 0.00

Total Expenditure 300.77 1.32 75.12

Net Profit Before Depreciation & Tax (96.74) (1.32) (75.11)

Less : Depreciation 1.14 0.00 0.00

Net Profit Before Tax (97.88) (1.32) (75.11)

Less : Provision for Taxation - Current year 0.00 0.00 0.00

Less: Provision For Deferred Tax 0.00 0.00 0.00

Net Profit after Tax (97.88) (1.32) (75.11)

Less : Proposed Dividend 0.00 0.00 0.00

Less : Dividend Tax 0.00 0.00 0.00

Less : Transfer To General Reserves 0.00 0.00 0.00

Balance Carried forward to Balance Sheet (97.88) (1.32) (75.11)

Omnitech InfoSolutions Limited

Annual Report 2009-10 77

stSubsidiaries' Balance Sheet as at 31 March 2010

Omnitech Omnitech Europe Omnitech Services PTE Ltd Technologies Inc Technology Services B.V.

SOURCES OF FUNDS

Shareholders Funds

Share Capital 209.80 16.20 10.90

Reserves & Surplus (97.92) (18.71) (24.84)

Foreign Currency translation reserve 1.75 1.12 3.98

LOAN FUNDS

Secured Funds - - -

Unsecured Funds - 1.36 -

Total 113.64 (0.04) (9.97)

APPLICATION OF FUNDS

Fixed Assets 1.12 - 0.95

Less : Depreciation 1.12 - -

Net Block - - 0.95

Less : Impairement of Assets - - -

- - 0.95

Capital Work in Progress - - -

Investments - - -

CURRENT ASSETS, LOANS AND ADVANCES

Receivables 150.60 - 6.36

Cash & Bank Balance 30.90 0.36 15.45

Inventories - - -

Loans & Advances 2.64 - -

Sub Total 184.13 0.36 21.81

CURRENT LIABILITIES & PROVISIONS

Current Liabilities 53.39 0.39 13.01

Provisions 17.11 - 19.71

Sub Total 70.49 0.39 32.73

Net Current Assets 113.64 (0.04) (10.92)

Total 113.64 (0.04) (9.97)

( Rs. in Lakhs) ( Rs. in Lakhs)

stSubsidiaries' Profit & Loss Account for the year ended 31 March 2010

Omnitech Omnitech Europe Omnitech Services PTE Ltd Technologies Inc Technology Services B.V.

INCOME

Income From Operations 203.79 - -

Other Income 0.24 0.00 0.01

Profit/ (Loss) on Sale of Fixed Asset 0.00 0.00 0.00

Total Income 204.03 0.00 0.01

EXPENDITURE

Materials Consumed & Other Direct Expenses 0.00 0.00 0.00

Staff Cost 246.21 0.00 55.30

Administrative & Other Expenses 51.94 0.64 19.65

Selling & Distribution Expenses 2.40 0.63 0.00

Financial Expenses 0.22 0.05 0.17

Miscellaneous Expenses Written Off 0.00 0.00 0.00

Total Expenditure 300.77 1.32 75.12

Net Profit Before Depreciation & Tax (96.74) (1.32) (75.11)

Less : Depreciation 1.14 0.00 0.00

Net Profit Before Tax (97.88) (1.32) (75.11)

Less : Provision for Taxation - Current year 0.00 0.00 0.00

Less: Provision For Deferred Tax 0.00 0.00 0.00

Net Profit after Tax (97.88) (1.32) (75.11)

Less : Proposed Dividend 0.00 0.00 0.00

Less : Dividend Tax 0.00 0.00 0.00

Less : Transfer To General Reserves 0.00 0.00 0.00

Balance Carried forward to Balance Sheet (97.88) (1.32) (75.11)

Omnitech InfoSolutions Limited

Annual Report 2009-10 79

stConsolidated Balance Sheet as at 31 March 2010( Rs. in Lakhs)

The Schedules referred to above and the notes thereon form an integral part of the Balance Sheet.

As per our Report of even date

For M/s. Shah Jadavji & Co. For and on Behalf of Board of DirectorsChartered Accountants

Sd/- Sd/- Sd/- Sd/-(Navin R. Gala) (Atul Hemani) (Avinash Pitale) (Gaurav Sharma)Partner Managing Director Executive Director Company Secretary &M. No. 40640 Chief OfficerFirm Reg. No. 109620W (Compliance & Legal)

Place : ThaneDate : 18.05.2010

The Schedules referred to above and the notes thereon form an integral part of the Profit & Loss Account.

As per our Report of even date

For M/s. Shah Jadavji & Co. For and on Behalf of Board of DirectorsChartered Accountants

Sd/- Sd/- Sd/- Sd/-(Navin R. Gala) (Atul Hemani) (Avinash Pitale) (Gaurav Sharma)Partner Managing Director Executive Director Company Secretary &M. No. 40640 Chief OfficerFirm Reg. No. 109620W (Compliance & Legal)

Place : ThaneDate : 18.05.2010

( Rs. in Lakhs)

stConsolidated Profit & Loss Account for the year ended 31 March 2010

SOURCES OF FUNDS

Shareholders Funds

Share Capital 1 1,385.85 1,313.93

Minority Interest 1.94 13.94

Reserves & Surplus 2 15,572.41 10,786.01

Currency Translation Reserve - 5.25

Equity Share Warrants 3 266.02 219.30

Deferred Tax Liability 902.35 658.86

Loan Funds

Secured Loans 4 4,391.52 3,322.59

Unsecured Loan 5 1.36 18.86

22,521.45 16,338.74

APPLICATION OF FUNDS

Fixed Assets 6 15,324.58 8,795.85

Less : Depreciation 3,067.33 2,007.30

Net Block 12,257.26 6,788.55

Less : Impairment of Assets 6.10 6.10

12,251.16 6,782.45

Capital Work in Process 1,385.97 793.49

Investments 7 7.43 1,374.90

Foreign Currency translation reserve 3.09 -

Current Assets, Loans and Advances

Receivables 8 5,296.15 5,887.06

Cash & Bank Balance including Fixed Deposits 9 432.84 291.37

Inventories 10 2,871.13 1,400.06

Loans and Advances 11 3,555.22 1,664.45

Sub Total 12,155.34 9,242.94

Current Liabilities and Provisions

Current Liabilities 12 933.30 530.84

Provisions 13 2,348.23 1,330.22

Sub Total 3,281.53 1,861.06

Net Current Assets 8,873.80 7,381.88

Miscellaneous Expenditure (to the extent written off)

Preliminary Expenses - 6.02

22,521.45 16,338.74

Significant Accounting Policies & Notes on Accounts 20

Sch. No. As at As atst st31 March 2010 31 March 2009

INCOME

Income from Operations 21,853.45 17,173.09

Other Income 14 105.55 218.52

(Loss) / Profit on Sale of Fixed Assets 20.49 -

Total Income 21,979.49 17,391.62

EXPENDITURE

Materials Consumed and Other Direct Expenses 15 12,250.73 9,782.76

Staff Cost 16 1,624.64 1,006.30

Administrative and Other Expenses 17 910.27 950.99

Selling and Distribution Expenses 18 303.44 307.17

Financial Expenses 19 462.89 379.13

Miscellaneous Expenditure Written Off 6.02 7.93

Total Expenditure 15,557.97 12,434.28

Net Profit before Depreciation and Tax 6,421.52 4,958.09

Less : Depreciation 1,567.03 795.01

Net Profit before Tax 4,854.49 4,163.08

Less : Provision for Taxation - Current Year 846.35 473.23

Less : Provision for Fringe Benefit Tax - 17.35

Less : Provision for Deferred Tax 243.50 377.43

Net Profit after Tax before Minority Interest 3,764.65 3,295.07

Less : Minority Interest (44.04) (4.31)

Net Profit after Tax after Minority Interest 3,808.70 3,299.39

Less : Proposed Dividend 207.88 157.67

Less : Dividend Tax 35.33 26.80

Less : Transfer to General Reserves 200.89 85.00

Balance carried forward to Balance Sheet 3,364.60 3,029.92

Significant Accounting Policies & Notes on Accounts 20

Sch. No. Year ended Year endedst st31 March 2010 31 March 2009

Omnitech InfoSolutions Limited

Annual Report 2009-10 79

stConsolidated Balance Sheet as at 31 March 2010( Rs. in Lakhs)

The Schedules referred to above and the notes thereon form an integral part of the Balance Sheet.

As per our Report of even date

For M/s. Shah Jadavji & Co. For and on Behalf of Board of DirectorsChartered Accountants

Sd/- Sd/- Sd/- Sd/-(Navin R. Gala) (Atul Hemani) (Avinash Pitale) (Gaurav Sharma)Partner Managing Director Executive Director Company Secretary &M. No. 40640 Chief OfficerFirm Reg. No. 109620W (Compliance & Legal)

Place : ThaneDate : 18.05.2010

The Schedules referred to above and the notes thereon form an integral part of the Profit & Loss Account.

As per our Report of even date

For M/s. Shah Jadavji & Co. For and on Behalf of Board of DirectorsChartered Accountants

Sd/- Sd/- Sd/- Sd/-(Navin R. Gala) (Atul Hemani) (Avinash Pitale) (Gaurav Sharma)Partner Managing Director Executive Director Company Secretary &M. No. 40640 Chief OfficerFirm Reg. No. 109620W (Compliance & Legal)

Place : ThaneDate : 18.05.2010

( Rs. in Lakhs)

stConsolidated Profit & Loss Account for the year ended 31 March 2010

SOURCES OF FUNDS

Shareholders Funds

Share Capital 1 1,385.85 1,313.93

Minority Interest 1.94 13.94

Reserves & Surplus 2 15,572.41 10,786.01

Currency Translation Reserve - 5.25

Equity Share Warrants 3 266.02 219.30

Deferred Tax Liability 902.35 658.86

Loan Funds

Secured Loans 4 4,391.52 3,322.59

Unsecured Loan 5 1.36 18.86

22,521.45 16,338.74

APPLICATION OF FUNDS

Fixed Assets 6 15,324.58 8,795.85

Less : Depreciation 3,067.33 2,007.30

Net Block 12,257.26 6,788.55

Less : Impairment of Assets 6.10 6.10

12,251.16 6,782.45

Capital Work in Process 1,385.97 793.49

Investments 7 7.43 1,374.90

Foreign Currency translation reserve 3.09 -

Current Assets, Loans and Advances

Receivables 8 5,296.15 5,887.06

Cash & Bank Balance including Fixed Deposits 9 432.84 291.37

Inventories 10 2,871.13 1,400.06

Loans and Advances 11 3,555.22 1,664.45

Sub Total 12,155.34 9,242.94

Current Liabilities and Provisions

Current Liabilities 12 933.30 530.84

Provisions 13 2,348.23 1,330.22

Sub Total 3,281.53 1,861.06

Net Current Assets 8,873.80 7,381.88

Miscellaneous Expenditure (to the extent written off)

Preliminary Expenses - 6.02

22,521.45 16,338.74

Significant Accounting Policies & Notes on Accounts 20

Sch. No. As at As atst st31 March 2010 31 March 2009

INCOME

Income from Operations 21,853.45 17,173.09

Other Income 14 105.55 218.52

(Loss) / Profit on Sale of Fixed Assets 20.49 -

Total Income 21,979.49 17,391.62

EXPENDITURE

Materials Consumed and Other Direct Expenses 15 12,250.73 9,782.76

Staff Cost 16 1,624.64 1,006.30

Administrative and Other Expenses 17 910.27 950.99

Selling and Distribution Expenses 18 303.44 307.17

Financial Expenses 19 462.89 379.13

Miscellaneous Expenditure Written Off 6.02 7.93

Total Expenditure 15,557.97 12,434.28

Net Profit before Depreciation and Tax 6,421.52 4,958.09

Less : Depreciation 1,567.03 795.01

Net Profit before Tax 4,854.49 4,163.08

Less : Provision for Taxation - Current Year 846.35 473.23

Less : Provision for Fringe Benefit Tax - 17.35

Less : Provision for Deferred Tax 243.50 377.43

Net Profit after Tax before Minority Interest 3,764.65 3,295.07

Less : Minority Interest (44.04) (4.31)

Net Profit after Tax after Minority Interest 3,808.70 3,299.39

Less : Proposed Dividend 207.88 157.67

Less : Dividend Tax 35.33 26.80

Less : Transfer to General Reserves 200.89 85.00

Balance carried forward to Balance Sheet 3,364.60 3,029.92

Significant Accounting Policies & Notes on Accounts 20

Sch. No. Year ended Year endedst st31 March 2010 31 March 2009

Omnitech InfoSolutions Limited

Annual Report 2009-10 81

stConsolidated Cash Flow Statement for the year ended 31 March 2010 ( Rs. in Lakhs)(Rs. in Lakhs)

For M/s. Shah Jadavji & Co. For and on Behalf of Board of DirectorsChartered Accountants

Sd/- Sd/- Sd/- Sd/-(Navin R. Gala) (Atul Hemani) (Avinash Pitale) (Gaurav Sharma)Partner Managing Director Executive Director Company Secretary &M. No. 40640 Chief OfficerFirm Reg. No. 109620W (Compliance & Legal)

Place : ThaneDate : 18.05.2010

Year ended Year endedst st31 March 2010 31 March 2009

(A) Cash flow from operating activities

Net profit before tax & extra ordinary items & prior period items 4,854.49 4,163.08

Adjustment for:

Profit on sale of fixed assets -20.49 0

Dividend income -18.43 -163.24

Share of Minority Interest 44.04 -2.78

Discount -21.82 0

Unrealised Foreign Exchange Gain/loss -6.54 -521.90

Investment written back -3.81 0

Interest Income -10.80 -33.80

Capital gain -53.56 0

4,763.08 3,441.36

Miscellaneous expenses written off 6.02 7.93

Acquisition Expenses 0.00 39.54

Depreciation 1,567.03 795.01

Provision for Impairment of Assets 0.00 6.10

Provision for Slow Moving Items 0.00 8.47

Bad Debts 59.53 75.71

Financial expenses 462.89 379.13

Provision for diminuation in value of assets 0.00 99.85

2,095.46 1,411.74

Operating profits before working capital changes 6,858.54 4,853.10Changes in working capital

(Increase)/Decrease in Receivables 552.98 -2,336.37

(Increase)/Decrease in Other Current Assets -1,488.36 -851.59

(Increase)/Decrease in Loans and Advances -1,346.41 -1,030.17

Increase/(Decrease) in Trade & Other Payable 414.29 -166.27

Increase/(Decrease) in Provision for Expenses 129.00 693.26

Taxes Paid(T.D.S) -557.19 -163.11

-2,295.68 -3,854.25

Cash flow from operating activities TOTAL [A] 4,562.86 998.85

Year ended Year endedst st31 March 2010 31 March 2009

B) Cash flow from investing activities

Purchase of fixed assets (net of sales) -7,042.36 -2,629.58

Dividend received 18.43 163.24

Interest Income 10.80 33.80

Proceeds from sale of investments (net of purchases) 1,441.14 835.96

Capital work in progress -592.48 -793.49

Net cash used in investment activities TOTAL [B] -6,164.47 -2,390.07

C) Cash flow from financing activities

(Repayment of loan)/proceeds from borrowing (net) 1,068.92 1,486.32

Financial expenses -462.89 -379.13

Dividend paid -157.42 -157.67

Dividend Tax paid -26.80 -26.80

Issue of share warrants 146.98 219.30

Increase in share capital and share premium 1,190.36 0

Proceeds from Minority 1.17 0

Net cash used in financing activities TOTAL [C] 1,760.34 1,142.02

Net changes in cash or cash equivalents (A+B+C) 158.74 -249.20

Cash & Cash equivalents at the beginning of the year 157.71 406.91

Cash & Cash equivalents at the end of the year 316.45 157.71

stConsolidated Cash Flow Statement for the year ended 31 March 2010

Omnitech InfoSolutions Limited

Annual Report 2009-10 81

stConsolidated Cash Flow Statement for the year ended 31 March 2010 ( Rs. in Lakhs)(Rs. in Lakhs)

For M/s. Shah Jadavji & Co. For and on Behalf of Board of DirectorsChartered Accountants

Sd/- Sd/- Sd/- Sd/-(Navin R. Gala) (Atul Hemani) (Avinash Pitale) (Gaurav Sharma)Partner Managing Director Executive Director Company Secretary &M. No. 40640 Chief OfficerFirm Reg. No. 109620W (Compliance & Legal)

Place : ThaneDate : 18.05.2010

Year ended Year endedst st31 March 2010 31 March 2009

(A) Cash flow from operating activities

Net profit before tax & extra ordinary items & prior period items 4,854.49 4,163.08

Adjustment for:

Profit on sale of fixed assets -20.49 0

Dividend income -18.43 -163.24

Share of Minority Interest 44.04 -2.78

Discount -21.82 0

Unrealised Foreign Exchange Gain/loss -6.54 -521.90

Investment written back -3.81 0

Interest Income -10.80 -33.80

Capital gain -53.56 0

4,763.08 3,441.36

Miscellaneous expenses written off 6.02 7.93

Acquisition Expenses 0.00 39.54

Depreciation 1,567.03 795.01

Provision for Impairment of Assets 0.00 6.10

Provision for Slow Moving Items 0.00 8.47

Bad Debts 59.53 75.71

Financial expenses 462.89 379.13

Provision for diminuation in value of assets 0.00 99.85

2,095.46 1,411.74

Operating profits before working capital changes 6,858.54 4,853.10Changes in working capital

(Increase)/Decrease in Receivables 552.98 -2,336.37

(Increase)/Decrease in Other Current Assets -1,488.36 -851.59

(Increase)/Decrease in Loans and Advances -1,346.41 -1,030.17

Increase/(Decrease) in Trade & Other Payable 414.29 -166.27

Increase/(Decrease) in Provision for Expenses 129.00 693.26

Taxes Paid(T.D.S) -557.19 -163.11

-2,295.68 -3,854.25

Cash flow from operating activities TOTAL [A] 4,562.86 998.85

Year ended Year endedst st31 March 2010 31 March 2009

B) Cash flow from investing activities

Purchase of fixed assets (net of sales) -7,042.36 -2,629.58

Dividend received 18.43 163.24

Interest Income 10.80 33.80

Proceeds from sale of investments (net of purchases) 1,441.14 835.96

Capital work in progress -592.48 -793.49

Net cash used in investment activities TOTAL [B] -6,164.47 -2,390.07

C) Cash flow from financing activities

(Repayment of loan)/proceeds from borrowing (net) 1,068.92 1,486.32

Financial expenses -462.89 -379.13

Dividend paid -157.42 -157.67

Dividend Tax paid -26.80 -26.80

Issue of share warrants 146.98 219.30

Increase in share capital and share premium 1,190.36 0

Proceeds from Minority 1.17 0

Net cash used in financing activities TOTAL [C] 1,760.34 1,142.02

Net changes in cash or cash equivalents (A+B+C) 158.74 -249.20

Cash & Cash equivalents at the beginning of the year 157.71 406.91

Cash & Cash equivalents at the end of the year 316.45 157.71

stConsolidated Cash Flow Statement for the year ended 31 March 2010

Omnitech InfoSolutions Limited

Annual Report 2009-10 83

stSchedules Forming Part of Consolidated Balance Sheet as at 31 March 2010(Rs. in Lakhs) (Rs. in Lakhs)

As at As atst st31 March 2010 31 March 2009

1 SHARE CAPITAL

Authorised Share Capital20000000 (20000000) Equity Shares of Rs. 10/- each 2,000.00 2,000.00

Issued , Subscribed and Paid up Share Capital13858493 (13139283) Equity Shares of Rs. 10/- each, fully paid up. 1,385.85 1,313.93

(a) Of the above 3024820 (3024820) Equity Shares of Rs. 10/- each have beenissued as fully paid up bonus shares by capitalisation of free reserves

(b) Of the above 400000 (400000) equity shares of Rs.10/- each issued ata premium of Rs.90/- per share on preferential basis.

(c) Of the above 3333333 (3333333) equity shares of Rs. 10/- each issued at apremium of Rs.95/- per share In IPO.

(d) Of the above 719210 (Nil) equity shares of Rs. 10/- each issued at apremium of Rs. 155.51 per share pursuant to conversion of Share Warrants

1,385.85 1,313.93

2 RESERVES AND SURPLUS

Share PremiumAmount Brought Forward 3,504.47 3,504.47

Add: Additions During the Period 1,118.44 -

4,622.92 3,504.47

Less: Utilised for issue of fully paid bonus shares - -

4,622.92 3,504.47

Less : Utilised for writing off Issue Expenses - -

4,622.92 3,504.47

General ReserveAmount Brought Forward 150.55 65.55

Add: Additions During the Period 200.89 85.00

351.43 150.55

Less: Utilised for issue of Fully Paid Bonus shares - -

351.43 150.55

Profit and Loss AccountAmount brought forward 7,130.99 4,101.07

Transferred from Profit and Loss A/c 3,364.60 3,029.92

10,495.59 7,130.99

Less: Utilised for issue of fully paid bonus shares - -

Less: Provision for Gratuity - -

Less: Provision for Leave Encashment - -

10,495.59 7,130.99

Capital Reserve Amount forfeited due to lapse of Share Warrants 100.26 -

15,572.41 10,786.01

3. EQUITY SHARE WARRANTS

Upfront Consideration at, 8,62,000 (13,25,000) Equity Warrants of Rs.10 eachto be converted into one Equity Share at a premium of Rs. 112.59 (Rs.155.51)

nd thin exercise of Warrant Holders on or before 22 June, 2010 (4 January, 2010) 264.18 219.30

Remaining Consideration at, 2000 (Nil) Equity Warrants outof 8,62,000 Equity Warrants pending conversion 1.84 -

266.02 219.30

As at As atst st31 March 2010 31 March 2009

4 SECURED LOANS

(a) From Axis Bank Ltd.:

Term Loan 35.02 125.49 (Secured against first charge on movable assets, current assets, mortgageof immovable properties of the company and personal guarantee of some ofthe Directors) [Amount due within one year is Rs. 3501706/- (Rs. 9047654/-)]

Working Capital Demand Loan - -(Secured against hypothecation of entire currentassets, stocks and book debts of the company)

Cash Credit - 1,230.75 (Secured against hypothecation of entire current assets,stocks and book debts of the company)

Letter of Credit - 497.42 (Secured against hypothecation of entire current assets,stocks and book debts of the company)

(b) From Kotak Mahindra Bank Ltd.:

Vehicle Loan - -

(Secured against hypothecation of Vehicle)[(Amount due within one year is Nil (Rs. 52180)]

Working Capital Demand Loan 300.00 251.06 (Secured against hypothecation of entire current assets,stocks and book debts of the company)

Term Loan 847.65 798.50 (Secured against first pari passu charge on movable assets,second pari passu charge on current assets, mortgage ofimmovable properties of the company by second pari passu charge)[Amount due within one year is Rs. 35075270/- (Nil)]

(c) From Standard Chartered Bank Ltd.:

Cash Credit 404.75 417.88 (Secured against hypothecation of stocks and book debts of the company)

Packing Credit in Foreign Currency 724.60 1.48 (Secured against hypothecation of stocks and book debts of the company)

(d) From Hongkong and Shanghai Banking Corporation Ltd.:

Packing Credit in Foreign Currency - -(Secured against hypothecation of entire current assets, stocks andbook debts of the company)

(e) From ICICI Bank Ltd.:

Car Loan 9.98 - (Secured against hypothecation of Cars)[Amount due within one year is Rs. 191584/- ( 148198/-)]

(f) From HDFC Bank:(Secured against hypothecation of Cars) 5.41 - [Amount due within one year is Rs. 244482/- (NIL)]

(g) From IDBI Bank Ltd.:

Cash Credit 1,309.08 -(Secured against first pari passu charge on movable assets,first pari passu charge on current assets, mortgage of immovableproperties of the company by second pari passu charge)

Letter of Credit 755.02 - (Secured against first pari passu charge on movable assets,first pari passu charge on current assets, mortgage of immovableproperties of the company by second pari passu charge)

4,391.52 3,322.59

5. Unsecured LoansUnsecured Loan 1.36 18.86

1.36 18.86

stSchedules Forming Part of Consolidated Balance Sheet as at 31 March 2010

Omnitech InfoSolutions Limited

Annual Report 2009-10 83

stSchedules Forming Part of Consolidated Balance Sheet as at 31 March 2010(Rs. in Lakhs) (Rs. in Lakhs)

As at As atst st31 March 2010 31 March 2009

1 SHARE CAPITAL

Authorised Share Capital20000000 (20000000) Equity Shares of Rs. 10/- each 2,000.00 2,000.00

Issued , Subscribed and Paid up Share Capital13858493 (13139283) Equity Shares of Rs. 10/- each, fully paid up. 1,385.85 1,313.93

(a) Of the above 3024820 (3024820) Equity Shares of Rs. 10/- each have beenissued as fully paid up bonus shares by capitalisation of free reserves

(b) Of the above 400000 (400000) equity shares of Rs.10/- each issued ata premium of Rs.90/- per share on preferential basis.

(c) Of the above 3333333 (3333333) equity shares of Rs. 10/- each issued at apremium of Rs.95/- per share In IPO.

(d) Of the above 719210 (Nil) equity shares of Rs. 10/- each issued at apremium of Rs. 155.51 per share pursuant to conversion of Share Warrants

1,385.85 1,313.93

2 RESERVES AND SURPLUS

Share PremiumAmount Brought Forward 3,504.47 3,504.47

Add: Additions During the Period 1,118.44 -

4,622.92 3,504.47

Less: Utilised for issue of fully paid bonus shares - -

4,622.92 3,504.47

Less : Utilised for writing off Issue Expenses - -

4,622.92 3,504.47

General ReserveAmount Brought Forward 150.55 65.55

Add: Additions During the Period 200.89 85.00

351.43 150.55

Less: Utilised for issue of Fully Paid Bonus shares - -

351.43 150.55

Profit and Loss AccountAmount brought forward 7,130.99 4,101.07

Transferred from Profit and Loss A/c 3,364.60 3,029.92

10,495.59 7,130.99

Less: Utilised for issue of fully paid bonus shares - -

Less: Provision for Gratuity - -

Less: Provision for Leave Encashment - -

10,495.59 7,130.99

Capital Reserve Amount forfeited due to lapse of Share Warrants 100.26 -

15,572.41 10,786.01

3. EQUITY SHARE WARRANTS

Upfront Consideration at, 8,62,000 (13,25,000) Equity Warrants of Rs.10 eachto be converted into one Equity Share at a premium of Rs. 112.59 (Rs.155.51)

nd thin exercise of Warrant Holders on or before 22 June, 2010 (4 January, 2010) 264.18 219.30

Remaining Consideration at, 2000 (Nil) Equity Warrants outof 8,62,000 Equity Warrants pending conversion 1.84 -

266.02 219.30

As at As atst st31 March 2010 31 March 2009

4 SECURED LOANS

(a) From Axis Bank Ltd.:

Term Loan 35.02 125.49 (Secured against first charge on movable assets, current assets, mortgageof immovable properties of the company and personal guarantee of some ofthe Directors) [Amount due within one year is Rs. 3501706/- (Rs. 9047654/-)]

Working Capital Demand Loan - -(Secured against hypothecation of entire currentassets, stocks and book debts of the company)

Cash Credit - 1,230.75 (Secured against hypothecation of entire current assets,stocks and book debts of the company)

Letter of Credit - 497.42 (Secured against hypothecation of entire current assets,stocks and book debts of the company)

(b) From Kotak Mahindra Bank Ltd.:

Vehicle Loan - -

(Secured against hypothecation of Vehicle)[(Amount due within one year is Nil (Rs. 52180)]

Working Capital Demand Loan 300.00 251.06 (Secured against hypothecation of entire current assets,stocks and book debts of the company)

Term Loan 847.65 798.50 (Secured against first pari passu charge on movable assets,second pari passu charge on current assets, mortgage ofimmovable properties of the company by second pari passu charge)[Amount due within one year is Rs. 35075270/- (Nil)]

(c) From Standard Chartered Bank Ltd.:

Cash Credit 404.75 417.88 (Secured against hypothecation of stocks and book debts of the company)

Packing Credit in Foreign Currency 724.60 1.48 (Secured against hypothecation of stocks and book debts of the company)

(d) From Hongkong and Shanghai Banking Corporation Ltd.:

Packing Credit in Foreign Currency - -(Secured against hypothecation of entire current assets, stocks andbook debts of the company)

(e) From ICICI Bank Ltd.:

Car Loan 9.98 - (Secured against hypothecation of Cars)[Amount due within one year is Rs. 191584/- ( 148198/-)]

(f) From HDFC Bank:(Secured against hypothecation of Cars) 5.41 - [Amount due within one year is Rs. 244482/- (NIL)]

(g) From IDBI Bank Ltd.:

Cash Credit 1,309.08 -(Secured against first pari passu charge on movable assets,first pari passu charge on current assets, mortgage of immovableproperties of the company by second pari passu charge)

Letter of Credit 755.02 - (Secured against first pari passu charge on movable assets,first pari passu charge on current assets, mortgage of immovableproperties of the company by second pari passu charge)

4,391.52 3,322.59

5. Unsecured LoansUnsecured Loan 1.36 18.86

1.36 18.86

stSchedules Forming Part of Consolidated Balance Sheet as at 31 March 2010

Omnitech InfoSolutions Limited

Annual Report 2009-10 85

6. F

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stSchedules Forming Part of Consolidated Balance Sheet as at 31 March 2010 (Contd.) stSchedules Forming Part of Consolidated Balance Sheet as at 31 March 2010 (Contd.)

As at As atst st31 March 2010 31 March 2009

7 INVESTMENTS

Short Term Investments(Trade - Quoted)

Birla Sunlife Income Plus Growth Fund - 20.00 NIL ( 51,097.18) units of Rs. 39.1411/- each,Market Value as on 31.03.10 is NIL Previous Year(Rs. 2,023,928.641/-)

Birla Sunlife Income Plus Quarterly Dividend - 71.26 NIL (637187.96) units of Rs. 11.7199/- each,Market Value as on 31.03.10 is NIL Previous Year(Rs. 7,126,246.3/-)

DSP Blackrock Bond Fund - Growth Fund - 97.50 NIL ( 335,739.46) units of Rs. 29.785/- each,Market Value as on 31.03.10 is NIL Previous Year(Rs. 9,749,907.78/-)

DSP Blackrock Floating Rate Fund - 43.00 NIL ( 304,431.245) units of Rs. 14.1247/- each,Market Value as on 31.03.10 is NIL Previous Year(Rs. 4,307,001.925/-)

ICICI Prudential Institutional Income Plan - Quarterly Dividend - 465.46 NIL (870,537.45) units of Rs. 11.9171/- each and NIL(3,194,425.267) units of Rs. 12.487/- each,Market Value as on 31.03.10 is NIL(Previous Year Rs. 46,546,262.78/-)

Reliance Income Fund Quarterly Dividend - 274.60NIL ( 2,113,583.73) units of Rs. 14.1983/- each,Market Value as on 31.03.10 is NIL Previous Year(Rs. 27,459,891.18/-)

Reliance Income Fund Monthly Dividend - 145.58 NIL ( 1,425,497.41) units of Rs. 11.4871/- each,Market Value as on 31.03.10 is NIL Previous Year(Rs. 14,558,319.93/-)

UTI Bond Fund Growth - 223.74NIL ( 890,561.66) units of Rs. 28.12/- each,Market Value as on 31.03.10 is NIL Previous Year(Rs. 22,373,847.75/-)

[Aggregate amount of Quoted InvestmentsAggregate Market Value NIL(Previous Year Rs. 134,145,406.29/-)] - 1,341.14

Long Term Investment

(Other than traded - Unquoted)

12709 Shares of Bombay Mercantile Co-op Bank Ltdof Rs. 30/- each fully paid up 3.81 3.81

Investment in FCD/PCD of Lloyds Finance Ltd. 3.62 -

Investment in Subsidiary - 29.95

[Aggregate amount of unquoted investments Rs. 743,070(Previous Year Rs. 33,75,817.54/-)] 7.43 33.76

7.43 1,374.90

Omnitech InfoSolutions Limited

Annual Report 2009-10 85

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stSchedules Forming Part of Consolidated Balance Sheet as at 31 March 2010 (Contd.) stSchedules Forming Part of Consolidated Balance Sheet as at 31 March 2010 (Contd.)

As at As atst st31 March 2010 31 March 2009

7 INVESTMENTS

Short Term Investments(Trade - Quoted)

Birla Sunlife Income Plus Growth Fund - 20.00 NIL ( 51,097.18) units of Rs. 39.1411/- each,Market Value as on 31.03.10 is NIL Previous Year(Rs. 2,023,928.641/-)

Birla Sunlife Income Plus Quarterly Dividend - 71.26 NIL (637187.96) units of Rs. 11.7199/- each,Market Value as on 31.03.10 is NIL Previous Year(Rs. 7,126,246.3/-)

DSP Blackrock Bond Fund - Growth Fund - 97.50 NIL ( 335,739.46) units of Rs. 29.785/- each,Market Value as on 31.03.10 is NIL Previous Year(Rs. 9,749,907.78/-)

DSP Blackrock Floating Rate Fund - 43.00 NIL ( 304,431.245) units of Rs. 14.1247/- each,Market Value as on 31.03.10 is NIL Previous Year(Rs. 4,307,001.925/-)

ICICI Prudential Institutional Income Plan - Quarterly Dividend - 465.46 NIL (870,537.45) units of Rs. 11.9171/- each and NIL(3,194,425.267) units of Rs. 12.487/- each,Market Value as on 31.03.10 is NIL(Previous Year Rs. 46,546,262.78/-)

Reliance Income Fund Quarterly Dividend - 274.60NIL ( 2,113,583.73) units of Rs. 14.1983/- each,Market Value as on 31.03.10 is NIL Previous Year(Rs. 27,459,891.18/-)

Reliance Income Fund Monthly Dividend - 145.58 NIL ( 1,425,497.41) units of Rs. 11.4871/- each,Market Value as on 31.03.10 is NIL Previous Year(Rs. 14,558,319.93/-)

UTI Bond Fund Growth - 223.74NIL ( 890,561.66) units of Rs. 28.12/- each,Market Value as on 31.03.10 is NIL Previous Year(Rs. 22,373,847.75/-)

[Aggregate amount of Quoted InvestmentsAggregate Market Value NIL(Previous Year Rs. 134,145,406.29/-)] - 1,341.14

Long Term Investment

(Other than traded - Unquoted)

12709 Shares of Bombay Mercantile Co-op Bank Ltdof Rs. 30/- each fully paid up 3.81 3.81

Investment in FCD/PCD of Lloyds Finance Ltd. 3.62 -

Investment in Subsidiary - 29.95

[Aggregate amount of unquoted investments Rs. 743,070(Previous Year Rs. 33,75,817.54/-)] 7.43 33.76

7.43 1,374.90

Omnitech InfoSolutions Limited

Annual Report 2009-10 87

(Rs. in Lakhs)

stSchedules Forming Part of Consolidated Balance Sheet as at 31 March 2010 (Contd.)(Rs. in Lakhs)

As at As atst st31 March 2010 31 March 2009

8. SUNDRY DEBTORS

(Unsecured, Considered Good)

Debts outstanding for a period exceeding six months 1,340.73 3,367.52

Other Debtors 3,955.42 2,519.54

5,296.15 5,887.06

9. CASH AND BANK BALANCES

Cash-in-hand 16.32 17.53

Balances with Scheduled Banks

On Current Accounts 300.13 140.17

On Deposit Accounts 116.02 133.30

On Margin Money Accounts 0.37 0.37

432.83 291.37

10. INVENTORIES

Finished Goods 2,871.13 1,400.06

(Inventory valued at cost or market value whicheveris lower and as certified by the management)

2,871.13 1,400.06

11. LOANS AND ADVANCES(Unsecured, Considered Good)

Advances recoverable in cash or in kind orfor value to be received 3,461.43 1,581.20

Deposits 93.79 83.25

3,555.22 1,664.45

12. CURRENT LIABILITIES

Sundry Creditors 772.01 236.44

Unpaid Dividend 7.57 7.31

Duties & Taxes 99.33 216.13

Deposits Received 54.39 70.96

933.30 530.84

13. PROVISIONS

Provision For Expenses 203.33 143.91

Provision For Gratuity 42.75 8.51

Provision For Leave Encashment 49.12 13.78

Provision For Income Tax 1,776.34 930.00

Provision For FBT 33.47 49.55

Provision For Proposed Dividend 207.88 157.67

Provision For Dividend Tax 35.33 26.80

2,348.23 1,330.22

Year Ended Year Endedst st31 March 2010 31 March 2009

14. OTHER INCOME

Capital Gain 53.56 -

Interest Income 10.80 33.80

Miscellaneous Receipts 22.76 21.49

Dividend from Mutual Funds on short term investments 18.43 163.24

105.55 218.52

15. MATERIALS CONSUMED AND OTHER DIRECT EXPENSES

Cost of Sales 11,911.46 9,542.67

Consumable Spares Parts and Stores 111.46 18.89

Transportation 1.71 0.44

Technical Repairs and Service Charges 226.09 220.76

12,250.73 9,782.76

16. STAFF COST

Salaries & Bonus 1,500.80 890.45

PF & ESIC Contribution 32.44 27.63

Remuneration to Whole Time Directors 89.09 86.86

Sitting Fees to Non-Executive Directors 2.30 1.35

1,624.64 1,006.30

17. ADMINISTRATIVE AND OTHER EXPENSESConveyance 12.18 9.07 Rent, Rates and Taxes 144.88 112.49 Communication Cost 69.52 62.83 Legal and Professional Charges 427.08 501.43 Postage & Courier 9.18 4.26 Printing & Stationery 14.45 15.77 Diwali and Pooja Expenses 4.20 3.79 Office Maintenance 17.21 12.37 Electricity Charges 30.81 32.94 Insurance 10.25 2.44 Vehicle Maintenance Expenses 11.61 8.25Books & Periodicals 0.12 0.14Statutory Fees 10.06 0.42 License Renewal Fees - 0.31 Fuel Charges 3.63 3.78 Provision for Impairment of Assets - 6.10 Provision for Diminuation in Value of Assets - 99.85 Membership & Subscription 5.35 3.57 Office Expenses 47.04 36.55 Packing Expenses 0.83 0.06Recruitment Expenses 16.30 12.99 Registration Expenses 0.16 0.46 Claim against performance guarantee - 10.22 Stock Exchange Expenses 0.79 0.75Donation 23.07 -Sales Tax paid (Assessment Dues) 27.62 -Services Tax Expenses 1.08 - Miscellaneous Expenses 22.84 10.17

910.27 951.01

stSchedules Forming Part of Consolidated Balance Sheet as at 31 March 2010 (Contd.)

Omnitech InfoSolutions Limited

Annual Report 2009-10 87

(Rs. in Lakhs)

stSchedules Forming Part of Consolidated Balance Sheet as at 31 March 2010 (Contd.)(Rs. in Lakhs)

As at As atst st31 March 2010 31 March 2009

8. SUNDRY DEBTORS

(Unsecured, Considered Good)

Debts outstanding for a period exceeding six months 1,340.73 3,367.52

Other Debtors 3,955.42 2,519.54

5,296.15 5,887.06

9. CASH AND BANK BALANCES

Cash-in-hand 16.32 17.53

Balances with Scheduled Banks

On Current Accounts 300.13 140.17

On Deposit Accounts 116.02 133.30

On Margin Money Accounts 0.37 0.37

432.83 291.37

10. INVENTORIES

Finished Goods 2,871.13 1,400.06

(Inventory valued at cost or market value whicheveris lower and as certified by the management)

2,871.13 1,400.06

11. LOANS AND ADVANCES(Unsecured, Considered Good)

Advances recoverable in cash or in kind orfor value to be received 3,461.43 1,581.20

Deposits 93.79 83.25

3,555.22 1,664.45

12. CURRENT LIABILITIES

Sundry Creditors 772.01 236.44

Unpaid Dividend 7.57 7.31

Duties & Taxes 99.33 216.13

Deposits Received 54.39 70.96

933.30 530.84

13. PROVISIONS

Provision For Expenses 203.33 143.91

Provision For Gratuity 42.75 8.51

Provision For Leave Encashment 49.12 13.78

Provision For Income Tax 1,776.34 930.00

Provision For FBT 33.47 49.55

Provision For Proposed Dividend 207.88 157.67

Provision For Dividend Tax 35.33 26.80

2,348.23 1,330.22

Year Ended Year Endedst st31 March 2010 31 March 2009

14. OTHER INCOME

Capital Gain 53.56 -

Interest Income 10.80 33.80

Miscellaneous Receipts 22.76 21.49

Dividend from Mutual Funds on short term investments 18.43 163.24

105.55 218.52

15. MATERIALS CONSUMED AND OTHER DIRECT EXPENSES

Cost of Sales 11,911.46 9,542.67

Consumable Spares Parts and Stores 111.46 18.89

Transportation 1.71 0.44

Technical Repairs and Service Charges 226.09 220.76

12,250.73 9,782.76

16. STAFF COST

Salaries & Bonus 1,500.80 890.45

PF & ESIC Contribution 32.44 27.63

Remuneration to Whole Time Directors 89.09 86.86

Sitting Fees to Non-Executive Directors 2.30 1.35

1,624.64 1,006.30

17. ADMINISTRATIVE AND OTHER EXPENSESConveyance 12.18 9.07 Rent, Rates and Taxes 144.88 112.49 Communication Cost 69.52 62.83 Legal and Professional Charges 427.08 501.43 Postage & Courier 9.18 4.26 Printing & Stationery 14.45 15.77 Diwali and Pooja Expenses 4.20 3.79 Office Maintenance 17.21 12.37 Electricity Charges 30.81 32.94 Insurance 10.25 2.44 Vehicle Maintenance Expenses 11.61 8.25Books & Periodicals 0.12 0.14Statutory Fees 10.06 0.42 License Renewal Fees - 0.31 Fuel Charges 3.63 3.78 Provision for Impairment of Assets - 6.10 Provision for Diminuation in Value of Assets - 99.85 Membership & Subscription 5.35 3.57 Office Expenses 47.04 36.55 Packing Expenses 0.83 0.06Recruitment Expenses 16.30 12.99 Registration Expenses 0.16 0.46 Claim against performance guarantee - 10.22 Stock Exchange Expenses 0.79 0.75Donation 23.07 -Sales Tax paid (Assessment Dues) 27.62 -Services Tax Expenses 1.08 - Miscellaneous Expenses 22.84 10.17

910.27 951.01

stSchedules Forming Part of Consolidated Balance Sheet as at 31 March 2010 (Contd.)

Omnitech InfoSolutions Limited

Annual Report 2009-10 89

(Rs. in Lakhs)

Schedule to the Consolidated Profit & Loss Account & Balance Sheet

20. SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS

A. SIGNIFICANT ACCOUNTING POLICIES

1. Basis of preparation of Financial Statements :

i. The Consolidated Financial Statements have been prepared in accordance with Accounting Standard 21 (AS-21) – “Consolidated Financial Statements” issued by The Institute of Chartered Accountants of India (ICAI). These financial statements comprise Omnitech Infosolutions Limited (The Company) and its subsidiaries Omnitech Technologies Inc., Omnitech Services Pte. Ltd., and Europe Omnitech Technology Services B.V. The financial statements of each of these companies are prepared using uniform accounting policies in accordance with the generally accepted accounting principles in India.

ii. The consolidated financial statements have been prepared and presented under historical cost convention on the accrual basis of accounting in accordance with the accounting principles generally accepted in India (GAAP) and in compliance with the Accounting Standards issued by The Institute of Chartered Accountants of India and the provisions of the Companies act, 1956 as adopted consistently by the company.

iii. Minority Interest’s share of net profit of consolidated subsidiaries for the year is identified and adjusted against the income of the group in order to arrive at the net income attributable to shareholders of the company.

iv. Minority Interest’s share of net assets of consolidated subsidiaries is identified and presented in the consolidated balance sheet separate from liabilities and the equity of the companies shareholders.

v. Accounting policies not specifically referred to otherwise are consistent with the generally accepted accounting principles followed by the Company.

vi. The preparation of consolidated financial statements in conformity with the generally accepted accounting principles requires estimates and assumptions to be made, that affect the reported amounts of assets and liabilities on the date of financial statements and the reported amounts of revenues and expenses during the reported year. Differences between the actual results and estimates are recognized in the year in which the results are known / materialized.

2. Revenue Recognition :

i. Revenue from sales in respect of hardware is recognized when they are completed with passing of the title and are exclusive of sales tax, octroi and other incidental expenses.

ii. Revenue from software development is recognized in accordance with the percentage of completion method and revenue from sale of licenses of software products and other products is recognized on delivery / installation, as the case may be.

iii. Revenue from IT infrastructure networking, annual service contracts and facilities management services is deferred and recognized ratably over the period of the underlying maintenance agreement.

iv. Interest Income is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable.

v. Dividend Income is recognized when the shareholders’ right to receive payment is established by the BalanceSheet Date.

3. Expenditure :

Expenses are accounted on accrual basis and the provisions are made for all known losses and liabilities. No provisions are made towards likely expenses on providing post-sales client support for fixed priced contracts as well as in respect of annual technical service contracts in so far as it pertains to the period beyond the current accounting year.

4. Fixed Assets and Depreciation :

i. Fixed Assets

a) Fixed assets are stated at their original cost of acquisition including incidental expenses related to acquisition & installation of the concerned assets less accumulated depreciation and impairment losses, if any,.

b) Costs that are directly associated with identifiable and unique software products controlled by the Company, whether developed in-house or acquired, and have probable economic benefits exceeding the cost are recognized as product development.

c) Assets acquired under lease are at cost of acquisition including incidental expenses related to acquisition & installation ofsuch assets.

d) Advances paid towards acquisition of fixed assets and the cost of assets not ready for use as at the Balance Sheet date are disclosed under capital work-in-progress.

ii. Depreciation /Amortization.

a) Depreciation on Software and Computer Systems is provided based on Management’s estimate of useful life of Software/System however subject to maximum period of 6 years. Depreciation on Fixed Assets other than Land and those mentioned above has been provided on Straight Line Method at the following rates:

Furniture & Fixtures 6.33%

Vehicles 9.50%

Office Equipments 4.75%

Office Premises 1.63%

b) Product Development Expenses capitalized are amortized over its useful life for a period not exceedingten years.

c) Leasehold assets are amortized over the period of lease.

d) Miscellaneous expenditure is amortized over a period of 5 years from the year in which it has been incurred.

5. Impairment of Assets:

Fixed assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Whenever the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recognized in the income statement for items of fixed assets carried at cost. The recoverable amount is higher of an assets net selling price and value in use. The net selling price is the amount obtained from the sale of an asset in an arm’s length transaction while value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset, from its disposal at the end of its useful life.

Asset Group Rates (SLM)

stSchedules Forming Part of Consolidated Profit & Loss Account for the year ended 31 March 2010 (Contd.)

Year Ended Year Endedst st31 March 2010 31 March 2009

18. SELLING AND DISTRIBUTION EXPENSES

Transportation Outward 37.40 20.84

Travelling Expenses 88.14 67.57

Advertisement Expenses 12.56 6.51

Acquisition Expenses - 39.54

Bad Debts 59.53 75.71

Discount 5.64 35.23

Business Promotion Expenses 42.21 24.59

Commission on Sales 4.00 3.06

Rentals Computers 53.77 10.00

Tender Expenses - 0.08

Value Added Tax Paid / Sales Tax 0.01 17.43

Exhibition & Conference Expenses 0.19 6.61

303.44 307.17

19. FINANCIAL EXPENSES

Interest Paid 385.72 273.56

Processing Charges & Other Finance Cost 23.19 30.18

Bank Charges 29.47 42.75

L C Charges 24.51 32.64

462.89 379.13

Omnitech InfoSolutions Limited

Annual Report 2009-10 89

(Rs. in Lakhs)

Schedule to the Consolidated Profit & Loss Account & Balance Sheet

20. SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS

A. SIGNIFICANT ACCOUNTING POLICIES

1. Basis of preparation of Financial Statements :

i. The Consolidated Financial Statements have been prepared in accordance with Accounting Standard 21 (AS-21) – “Consolidated Financial Statements” issued by The Institute of Chartered Accountants of India (ICAI). These financial statements comprise Omnitech Infosolutions Limited (The Company) and its subsidiaries Omnitech Technologies Inc., Omnitech Services Pte. Ltd., and Europe Omnitech Technology Services B.V. The financial statements of each of these companies are prepared using uniform accounting policies in accordance with the generally accepted accounting principles in India.

ii. The consolidated financial statements have been prepared and presented under historical cost convention on the accrual basis of accounting in accordance with the accounting principles generally accepted in India (GAAP) and in compliance with the Accounting Standards issued by The Institute of Chartered Accountants of India and the provisions of the Companies act, 1956 as adopted consistently by the company.

iii. Minority Interest’s share of net profit of consolidated subsidiaries for the year is identified and adjusted against the income of the group in order to arrive at the net income attributable to shareholders of the company.

iv. Minority Interest’s share of net assets of consolidated subsidiaries is identified and presented in the consolidated balance sheet separate from liabilities and the equity of the companies shareholders.

v. Accounting policies not specifically referred to otherwise are consistent with the generally accepted accounting principles followed by the Company.

vi. The preparation of consolidated financial statements in conformity with the generally accepted accounting principles requires estimates and assumptions to be made, that affect the reported amounts of assets and liabilities on the date of financial statements and the reported amounts of revenues and expenses during the reported year. Differences between the actual results and estimates are recognized in the year in which the results are known / materialized.

2. Revenue Recognition :

i. Revenue from sales in respect of hardware is recognized when they are completed with passing of the title and are exclusive of sales tax, octroi and other incidental expenses.

ii. Revenue from software development is recognized in accordance with the percentage of completion method and revenue from sale of licenses of software products and other products is recognized on delivery / installation, as the case may be.

iii. Revenue from IT infrastructure networking, annual service contracts and facilities management services is deferred and recognized ratably over the period of the underlying maintenance agreement.

iv. Interest Income is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable.

v. Dividend Income is recognized when the shareholders’ right to receive payment is established by the BalanceSheet Date.

3. Expenditure :

Expenses are accounted on accrual basis and the provisions are made for all known losses and liabilities. No provisions are made towards likely expenses on providing post-sales client support for fixed priced contracts as well as in respect of annual technical service contracts in so far as it pertains to the period beyond the current accounting year.

4. Fixed Assets and Depreciation :

i. Fixed Assets

a) Fixed assets are stated at their original cost of acquisition including incidental expenses related to acquisition & installation of the concerned assets less accumulated depreciation and impairment losses, if any,.

b) Costs that are directly associated with identifiable and unique software products controlled by the Company, whether developed in-house or acquired, and have probable economic benefits exceeding the cost are recognized as product development.

c) Assets acquired under lease are at cost of acquisition including incidental expenses related to acquisition & installation ofsuch assets.

d) Advances paid towards acquisition of fixed assets and the cost of assets not ready for use as at the Balance Sheet date are disclosed under capital work-in-progress.

ii. Depreciation /Amortization.

a) Depreciation on Software and Computer Systems is provided based on Management’s estimate of useful life of Software/System however subject to maximum period of 6 years. Depreciation on Fixed Assets other than Land and those mentioned above has been provided on Straight Line Method at the following rates:

Furniture & Fixtures 6.33%

Vehicles 9.50%

Office Equipments 4.75%

Office Premises 1.63%

b) Product Development Expenses capitalized are amortized over its useful life for a period not exceedingten years.

c) Leasehold assets are amortized over the period of lease.

d) Miscellaneous expenditure is amortized over a period of 5 years from the year in which it has been incurred.

5. Impairment of Assets:

Fixed assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Whenever the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recognized in the income statement for items of fixed assets carried at cost. The recoverable amount is higher of an assets net selling price and value in use. The net selling price is the amount obtained from the sale of an asset in an arm’s length transaction while value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset, from its disposal at the end of its useful life.

Asset Group Rates (SLM)

stSchedules Forming Part of Consolidated Profit & Loss Account for the year ended 31 March 2010 (Contd.)

Year Ended Year Endedst st31 March 2010 31 March 2009

18. SELLING AND DISTRIBUTION EXPENSES

Transportation Outward 37.40 20.84

Travelling Expenses 88.14 67.57

Advertisement Expenses 12.56 6.51

Acquisition Expenses - 39.54

Bad Debts 59.53 75.71

Discount 5.64 35.23

Business Promotion Expenses 42.21 24.59

Commission on Sales 4.00 3.06

Rentals Computers 53.77 10.00

Tender Expenses - 0.08

Value Added Tax Paid / Sales Tax 0.01 17.43

Exhibition & Conference Expenses 0.19 6.61

303.44 307.17

19. FINANCIAL EXPENSES

Interest Paid 385.72 273.56

Processing Charges & Other Finance Cost 23.19 30.18

Bank Charges 29.47 42.75

L C Charges 24.51 32.64

462.89 379.13

Omnitech InfoSolutions Limited

Omnitech InfoSolutions Limited

Annual Report 2009-10 91

6. Inventories:Inventories have been valued on the following basis:

i). Raw Materials, packing material, stores and spares - At cost.

ii). Work-in-progress - At cost plus appropriate allocation of overheads.

iii). Finished Goods - At cost plus appropriate allocation of overheadsor net realizable value, whichever is lower

7. Investments :Investments are classified into current investment and long term investments. Current investments are stated at lower of cost or fair market value. Long Term Investments are stated at cost less provision for permanent diminution in value if any, of investments.

8. Foreign Exchange Transactions :Transactions denominated in foreign currencies are normally recorded at the exchange rate prevailing at the time of the transaction. Realized gains and losses on settlement of foreign currency transactions are recognized in the Profit and Loss account. Foreign currency assets and liabilities at the year end are translated at the year end exchange rates and the resultant exchange differenceis recognized in the Profit and Loss Account. Exchange differences relating to fixed assets are adjusted in the cost of therespective assets.

9. Research & Development :

i. Revenue expenditure on R&D is charged to profit & loss account in the year in which it is incurred where the Company is not certain of realizing future economic benefits from such activities.

ii. Capital expenditure on R&D is included under the relevant fixed assets.

10. Borrowing Costs :Borrowing costs directly attributable to acquisition, construction and production of qualifying assets are capitalizedas a part of the cost of such asset up to the date of completion. Other borrowing costs are charged to the Profit &Loss Account.

11. Deferred tax :Deferred Income taxes reflects the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years. The differences that result between the profit considered for income taxes and the profit as per the financial statements are identified, and thereafter a deferred tax asset or deferred tax liability is recorded for timing differences, namely the differences that originate in one accounting period and reverse in another, based on the tax effect of the aggregate amount being considered. The tax effect is calculated on the accumulated timing differences at the end of an accounting period based on prevailing enacted or substantially enacted regulations. Deferred tax assets are recognized only if there is reasonable certainty of their realization and are reviewed for the appropriateness of their respective carrying values at each balance sheet date.

12. Tax Expense :Tax Expense includes Indian and International Income Taxes.

13. Earnings per Share (EPS) :The earnings considered in ascertaining the Company’s EPS are computed as per Accounting Standard 20 on “Earning per Share”, issued by the Institute of Chartered Accountants of India. The number of shares used in computing basic EPS is the weighted average number of shares outstanding during the period. The diluted EPS is calculated on the same basis as basic EPS, after adjusting for the effects of potential dilutive equity shares unless the effect of the potential dilutive equity shares is anti-dilutive.

14. Provision and Contingent LiabilitiesProvisions are recognized and computed in accordance with Accounting Standard 29 on “Provisions, Contingent Liabilities and Contingent Assets” issued by the Institute of Chartered Accountants of India i.e. they are recognized if the following conditionsare satisfied:

i. The Company has a present obligation as a result of past event;

ii. It is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and

iii. A reliable estimate can be made of the amount of the obligation.

Similarly, the Contingent liabilities are disclosed in Accordance with the Accounting Standard 29 i.e. they are disclosed when the Company has a possible obligation or a present obligation and it is probable that a Cash Outflow will not be required to settlethe obligation

For M/s. Shah Jadavji & Co. For and on Behalf of Board of DirectorsChartered Accountants

Sd/- Sd/- Sd/- Sd/-(Navin R. Gala) (Atul Hemani) (Avinash Pitale) (Gaurav Sharma)Partner Managing Director Executive Director Company Secretary &M. No. 40640 Chief OfficerFirm Reg. No. 109620W (Compliance & Legal)

Place : ThaneDate : 18.05.2010

15. Leases

Lease arrangements where the risks and rewards incident to ownership of an asset substantially vest with the lessor, are recognised as operating leases. Lease rentals under operating leases are recognised in the profit and loss account on a straight-line basis over the period of lease.

B. NOTES TO THE ACCOUNTS:

1. The subsidiary companies considered in consolidated financial statements are :

Omnitech Technologies Inc. USA 100 %

Omnitech Services Pte. Ltd. Singapore 55 %

Europe Omnitech Technology Services B.V. Netherlands 100%

2. Earnings Per Share

Face Value Per Share (Rs.) 10 10

i. Weighted average number of Equity shares

(a) Number of Equity Shares at the Beginning of the year 1,31,39283 1,31,39283

(b) Number of Equity Shares at the End of the year 1,38,58493 1,31,39283

(c) Weighted average number of Equity Shares OutstandingDuring the year (On annualized basis) 1,41,21357 1,31,39283

ii. Net Profit after tax available for Equity Shareholders(Rs. In Lakhs) 3808.69 3299.39

iii. Basic earnings per share (In Rs) (annualized) 28.59 25.11

iv. Diluted earnings per share (In Rs) (annulized) 26.97 25.11

Name Country of Incorporation %Holding

Particularts Financial Year Financial Yearst st31 March 2010 31 March 2009

Omnitech InfoSolutions Limited

Annual Report 2009-10 91

6. Inventories:Inventories have been valued on the following basis:

i). Raw Materials, packing material, stores and spares - At cost.

ii). Work-in-progress - At cost plus appropriate allocation of overheads.

iii). Finished Goods - At cost plus appropriate allocation of overheadsor net realizable value, whichever is lower

7. Investments :Investments are classified into current investment and long term investments. Current investments are stated at lower of cost or fair market value. Long Term Investments are stated at cost less provision for permanent diminution in value if any, of investments.

8. Foreign Exchange Transactions :Transactions denominated in foreign currencies are normally recorded at the exchange rate prevailing at the time of the transaction. Realized gains and losses on settlement of foreign currency transactions are recognized in the Profit and Loss account. Foreign currency assets and liabilities at the year end are translated at the year end exchange rates and the resultant exchange differenceis recognized in the Profit and Loss Account. Exchange differences relating to fixed assets are adjusted in the cost of therespective assets.

9. Research & Development :

i. Revenue expenditure on R&D is charged to profit & loss account in the year in which it is incurred where the Company is not certain of realizing future economic benefits from such activities.

ii. Capital expenditure on R&D is included under the relevant fixed assets.

10. Borrowing Costs :Borrowing costs directly attributable to acquisition, construction and production of qualifying assets are capitalizedas a part of the cost of such asset up to the date of completion. Other borrowing costs are charged to the Profit &Loss Account.

11. Deferred tax :Deferred Income taxes reflects the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years. The differences that result between the profit considered for income taxes and the profit as per the financial statements are identified, and thereafter a deferred tax asset or deferred tax liability is recorded for timing differences, namely the differences that originate in one accounting period and reverse in another, based on the tax effect of the aggregate amount being considered. The tax effect is calculated on the accumulated timing differences at the end of an accounting period based on prevailing enacted or substantially enacted regulations. Deferred tax assets are recognized only if there is reasonable certainty of their realization and are reviewed for the appropriateness of their respective carrying values at each balance sheet date.

12. Tax Expense :Tax Expense includes Indian and International Income Taxes.

13. Earnings per Share (EPS) :The earnings considered in ascertaining the Company’s EPS are computed as per Accounting Standard 20 on “Earning per Share”, issued by the Institute of Chartered Accountants of India. The number of shares used in computing basic EPS is the weighted average number of shares outstanding during the period. The diluted EPS is calculated on the same basis as basic EPS, after adjusting for the effects of potential dilutive equity shares unless the effect of the potential dilutive equity shares is anti-dilutive.

14. Provision and Contingent LiabilitiesProvisions are recognized and computed in accordance with Accounting Standard 29 on “Provisions, Contingent Liabilities and Contingent Assets” issued by the Institute of Chartered Accountants of India i.e. they are recognized if the following conditionsare satisfied:

i. The Company has a present obligation as a result of past event;

ii. It is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and

iii. A reliable estimate can be made of the amount of the obligation.

Similarly, the Contingent liabilities are disclosed in Accordance with the Accounting Standard 29 i.e. they are disclosed when the Company has a possible obligation or a present obligation and it is probable that a Cash Outflow will not be required to settlethe obligation

For M/s. Shah Jadavji & Co. For and on Behalf of Board of DirectorsChartered Accountants

Sd/- Sd/- Sd/- Sd/-(Navin R. Gala) (Atul Hemani) (Avinash Pitale) (Gaurav Sharma)Partner Managing Director Executive Director Company Secretary &M. No. 40640 Chief OfficerFirm Reg. No. 109620W (Compliance & Legal)

Place : ThaneDate : 18.05.2010

15. Leases

Lease arrangements where the risks and rewards incident to ownership of an asset substantially vest with the lessor, are recognised as operating leases. Lease rentals under operating leases are recognised in the profit and loss account on a straight-line basis over the period of lease.

B. NOTES TO THE ACCOUNTS:

1. The subsidiary companies considered in consolidated financial statements are :

Omnitech Technologies Inc. USA 100 %

Omnitech Services Pte. Ltd. Singapore 55 %

Europe Omnitech Technology Services B.V. Netherlands 100%

2. Earnings Per Share

Face Value Per Share (Rs.) 10 10

i. Weighted average number of Equity shares

(a) Number of Equity Shares at the Beginning of the year 1,31,39283 1,31,39283

(b) Number of Equity Shares at the End of the year 1,38,58493 1,31,39283

(c) Weighted average number of Equity Shares OutstandingDuring the year (On annualized basis) 1,41,21357 1,31,39283

ii. Net Profit after tax available for Equity Shareholders(Rs. In Lakhs) 3808.69 3299.39

iii. Basic earnings per share (In Rs) (annualized) 28.59 25.11

iv. Diluted earnings per share (In Rs) (annulized) 26.97 25.11

Name Country of Incorporation %Holding

Particularts Financial Year Financial Yearst st31 March 2010 31 March 2009

Omnitech InfoSolutions Limited

Mr. Maganlal K. Hemani Non Executive Chairman

Mr. Atul M. Hemani Managing Director

Mr. Avinash C. Pitale Executive Director

Mr. Devarshi D. Buch Executive Director

Dr. Kalimohan J. Bhattacharya Non Executive and Independent Director

Dr. Ram K. Mangal Non Executive and Independent Director

Prof. Venkateshwaran H. Iyer Non Executive and Independent Director

Mr. Vasudeva V. Kamath Non Executive and Independent Director

Corporate Information

Registered/Corporate Office

Omnitech InfoSolutions Limited

Omnitech House

A/13 Cross Road No. 5, Kondivita Road Marol M.I.D.C., Andheri (E),

Mumbai – 400093

Ph.: 022 – 40956666

Fax: 022 – 40956565

Company Secretary & Chief Officer(Compliance & Legal)

Mr. Gaurav Sharma

Statutory Auditors

M/s. Shah Jadavji & Co.

Registrar and Transfer Agent

Link Intime India Private Limited

C-13, Pannalal Silk Mills Compound

LBS Road, Bhandup (W),

Mumbai – 400078

Ph.: 022 – 25963838

Fax: 022 – 25962691

The Eagle soars higher, higher than any other bird because it sets its eyes on a far greater and distant horizon. Omnitech is

driven by the same vision and foresight. Practicing agility across functions, it is ready to soar higher.

Financial Highlights 02 Key Management People 22 Standalone Financial Statements 49Agility: The Omnitech Advantage 04 Management Discussion and Analysis 25 Consolidated Financial Statements 75Session with the Managing Director 16 Director’s Report 33 Corporate Information 92Biographical Profile of Directors 20 Report on Corporate Governance 39

Contents

Haliaeetus leucocephalus (literally "sea-eagle white-headed") is commonly called the Bald Eagle, and lives near large water

bodies - lakes and the sea. It has a wingspan of about 96 inches and builds a large nest that weighs about one metric tonne.

It feeds by mainly swooping down on fish, its diving speed is 140 to 160 kmph while its gliding speed is 60-70 kmph. Agile

Indeed ! Considered sacred, its feathers are used in ceremonial head-dresses by native American Indians.

Forward Looking Statement: In the Annual Report, we have disclosed forward-looking information to enable investors to comprehend our prospects and take investment decisions. This report and other statements - written and oral - that we periodically make contain forward-looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expects’, ‘projects’, ‘intends’, plans’, ‘believes’, and words of similar substance in connection with any discussion of future performance.

We cannot guarantee that these forward-looking statements will be realized, although we believe we have been prudent in assumptions.The achievements of results are subject to risks, uncertainties, and even inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated, or projected. Readers should keep this in mind. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Omnitech InfoSolutions LimitedOmnitech HouseA/13, Cross Road No. 5Kondivita Road, MarolM.I.D.C. Andheri (E)Mumbai - 400 093www.omnitechglobal.com

Staying agile. Surging ahead.Staying agile. Surging ahead.

Omnitech InfoSolutions Limited Annual Report 2009-10

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